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EUIILtr An ISO 9001 Gompany

GlN. : Ul7029APl9E4PtC0047l ILIMIITFIEDPLOT NO 24 A/A tt l.A COLONY ROAD NO 12, BAI{JARA HILLS,

HYDEMBAD - 500 034, INDIA Phone : +91 40 23606641 Fax: +91 /10 23606640

E+nall : [email protected] webslte : www.nllelimlted.@m

29tn August, 2019

Corporate Relations DepartmentBSE Ltd" Scrip Code. 530129P.J.Towers,Dalal Street, Fort,MUMBAT - 400 001.

Dear Sir,

Sub: Annual Report for the financial year 2018-19, along with notice of 35th AnnualGeneral Meeting.

Ref. Pursuant to regulation 30 & 34 of SEBI (Listing obligations and disclosurerequirements) Regulations 201 5.

Please find attached 35th Annual report along with Annual General Meeting notice for

the financial year 2018-19. The Annual general meeting of the company to be held

on 3Oth September,2olg (Monday) at 10:00 A.M., at the Registered Office of the

Compdny, at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village,

Renigunta Mandal, Chittoor Dist., Andhra Pradesh - 517520.

With Regards,

For Nile'Limited

Encl: as above.

Ama ra Jena

Regd. glnci ..Plot No. 38 & 40, APIIC Industial Par*, Gajulamandyam (V), Renlgunta (M), Chittoor (Dist)A.R India-517 520

Regd. Off: Plot No.38 & 40, APIIC Industrial Park Gajulamandyam (V), Renigunta (M), Tirupati, Chittoor Dist. Andhra Pradesh – 517520, India E-mail: [email protected] Web: www.nilelimited.com

Corp. Office: Plot No.24A/A, MLA Colony Road No.12, Banjara Hills, Hyderabad Telangana- 500034, IndiaPhone: +91 40 23606641 Fax: + 91 40 23606640

C I N : L 2 7 0 2 9 A P 1 9 8 4 P L C 0 0 4 7 1 9

35th Annual Report 2018-19

PERFORMANCE OF NILE SHARE PRICE VIS-A-VIS SENSEX

Data presented based on the closing values as on the first trading day of the month

NILE SHARE PRICE ON BSE (1=Rs.5) BSE SENSEX (1=300 POINTS)

80

100

120

140

160

0

20

40

60

80

LAST 5 YEARS’ EARNINGS PER SHARE, BOOK VALUE PER SHARE

EARNINGS PER SHARE (1 = Re.1) BOOK VALUE PER SHARE (1 = Rs.10)

60708090

010203040

2014-15 2015-16 2016-17 2017-18 2018-19

506163656769717375

4547495153555759

Jun/18

Jul/18

Aug/18

Sep/18

Oct/18

Nov/18

Dec/18

Jan/19

Feb/19

Mar/19

Apr/19

May/19

Jun/19

Jul/19

LAST 5 YEARS’ TURNOVER, PROFIT

TURNOVER (1 = Rs.125 LAKHS) OPERATING PROFIT (1 = Rs.10 LAKHS) NET PROFIT (1 = Rs.10 LAKHS)

LEAD PRICE MOVEMENT

-Data as on the first day of each month

LONDON METAL EXCHANGE PRICE IN US DOLLARS, SCALE 1 = 40 US DOLLARSINDIAN CRUDE LEAD PRICE IN INDIAN RUPEES, SCALE 1 = Rs.2,500/-

350

400

450

500

550

0

50

100

150

200

250

300

2014-15 2015-16 2016-17 2017-18 2018-19

C=28 M=88 Y=78 K=23

CORPORATE INFORMATIONCIN: L27029AP1984PLC004719

Statutory AuditorsM/s. Gokhale & Co.Chartered Accountants3-6-322, Off. No. 403, Mahavir House,Basheerbagh, Hyderabad - 500029Internal AuditorsM/s. Gattamaneni & Co.,Chartered Accountants# 10, Master Sai Apartments,Sangeeth Nagar, Somajiguda,Hyderabad – 500082Cost AuditorsM/s. Kapardhi & AssociatesCost Accountants S.R.T. 148, Sanjeeva Reddy Nagar,Hyderabad – 500038Secretarial AuditorSri V. Mohan RaoCompany SecretaryPlot No. 305, Phase - III, Samatha Nagar,Bhagyanagar Society, Pragathinagar Road,Near HMT Hills, Kukatpally, Hyderabad - 500072BankersKotak Mahindra Bank,Somajiguda, Hyderabad.HDFC BankRoad No.12, Banjara Hills, Hyderabad.Registrar & Transfer AgentM/s. XL Softech Systems Ltd.# 3, Sagar Society, Road No.2, Banjara Hills, Hyderabad – 500034Phones: (40) 23545913/14/15, Fax: (40) 23553214

Board of DirectorsSri V. Ramesh (Chairman and Managing Director)Sri Sandeep Ramesh (Executive Director) Smt. V. RajeswariSri S. V. Narasimha RaoSri V. AshokSri Satish MalladiSri Sridar SwamySri Suketu Harish ShahDr. Yeswanth Nama VenkateswwaraluSri Kadiri Ramachandra ReddyAudit Committee Sri S. V. Narasimha Rao (Chairman)Sri V. AshokSri Satish MalladiSri Sridar SwamySri V. RameshSri Sandeep RameshNomination and Remuneration CommitteeSri Satish Malladi (Chairman)Sri V. AshokSri S. V. Narasimha Rao Sri Sridar SwamySri V. RameshStakeholders Relationship CommitteeSri Satish Malladi (Chairman)Sri S. V. Narasimha Rao Sri V. RameshSri Suketu Harish ShahCSR CommitteeSri Satish Malladi (Chairman)Sri V. Ramesh Sri Sandeep RameshSmt. V. RajeswariCompany SecretarySri Amarendra JenaChief Financial OfficerSri B. Seshagiri RaoRegistered OfficePlot No.38 & 40, APIIC Industrial Park,Gajulamandyam Village, Renigunta Mandal, Tirupati, Andhra Pradesh - 517520Phone: 9494949082, Fax: (40) 23606640Email: [email protected]: www.nilelimited.comCorporate OfficePlot No. 24A/A, MLA Colony, Road No.12, Banjara Hills, Hyderabad, Telangana – 500034.Phones: (40) 23606641, Fax: (40) 23606640

35th Annual Report

Contents Page No.Notice 2E-Voting Process 7Directors’ Report 9Management Discussion and Analysis Report 13Corporate Governance Report 27Secretarial Audit Report 36Independent Auditors’ Report 38Balance Sheet 43Statement of Profit and Loss 44Cash Flow Statement 45Notes to Financial Statements 47Attendance SlipProxy Form

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NOTICENotice is hereby given that the 35th Annual General Meeting of the Company will be held on Monday, September 30th 2019 at 10:00 AM, at the registered office of the company at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati, Chittoor Dist., Andhra Pradesh – 517520 (Please refer to the Route Map of the meeting venue annexed to the Attendance Slip), to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Financial Statements:

To consider and pass the following resolution as an Ordinary Resolution:

“RESOLVED that the statement of profit and loss and the cash flow statement for the year ended 31st March, 2019, along with balance sheet as on that date, together with notes appended thereto and the report of directors and auditors thereon, be and are hereby considered approved and adopted”.

2. Confirmation of interim dividend paid:


“RESOLVED that the interim dividend FY 2018-19 of Rs.2/- (rupees two only) per share on 30,01,900 shares of Rs.10/- each declared and paid in November, 2018, be and is hereby confirmed.”

“RESOLVED FURTHER that the final dividend FY 2018-19 of Re.1/- (rupee one only) per share on 30,01,900 shares of Rs.10/- each, as recommended by the Board of Directors of the company, be and is hereby declared.”

3. Reappointment of retiring Director:


“RESOLVED that, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Smt. Vuyyuru Rajeswari (DIN: 00845598), Director retiring by rotation, who is eligible for re-appointment, be and is hereby re-appointed as a Director of the Company”.

SPECIAL BUSINESS:

Re-appointment of Independent Directors:

4. To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED that pursuant to Section 149, 152, 160, and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, and pursuant to

sub-regulation (1A) of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV to the Companies Act, 2013, Sri S. V. Narasimha Rao (DIN: 00025635), who will attain the age of 75 years on 7th October, 2022, be and is hereby re-appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a fixed term of 5 years.”


“RESOLVED that pursuant to Section 149, 152, 160, and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, and pursuant to sub-regulation (1A) of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV to the Companies Act, 2013, Sri Satish Malladi (DIN: 00346720), who will attain the age of 75 years on 13th November, 2022, be and is hereby re-appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a fixed term of 5 years.”


“RESOLVED that pursuant to Section 149, 152, 160, and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV to the Companies Act, 2013, Sri V. Ashok (DIN: 00730615) be and is hereby re-appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a fixed term of 5 years.”


“RESOLVED that pursuant to Section 149, 152, 160, and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], read with Schedule IV to the Companies Act, 2013, Sri Sridar Swamy (DIN: 01122961) be and is hereby re-appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a fixed term of 5 years.”


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“RESOLVED that pursuant to Section 149, 152, 160, and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], read with Schedule IV to the Companies Act, 2013, Sri Suketu Harish Shah (DIN: 00607880) be and is hereby re-appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a fixed term of 5 years.”

9. Appointment of Independent Director:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED that, pursuant to Section 149, 152, 160, and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], read with Schedule IV to the Companies Act, 2013, Sri Kadiri Ramachandra Reddy (DIN: 00042172), who was appointed as an Additional Director (Independent Director) on 10th November, 2018, be and is hereby appointed as an Independent Director of the company to hold office until 9th November, 2023.”

10. Ratification of remuneration payable to Cost Auditors:


“RESOLVED that in terms of Section 148 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Company do hereby confirm and ratify, the remuneration approved by the Board of Directors on the recommendations of the Audit Committee for M/s. Kapardhi & Associates, Cost Accountants, the Cost Auditors of the Company, at Rs.60,000/- (Rupees sixty thousand only) plus GST and out of pocket expenses for the Financial Year 2019-20.”

11. Variation of terms of remuneration of Chairman and Managing Director:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED that in partial modification to terms of reappointment of Sri Vuyyuru Ramesh, Chairman and Managing Director, approved by the Shareholders on 12th August, 2017, Part-B of the said terms of reappointment be and is hereby modified as under:

Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these, either

singly or put together, are not taxable under the Income Tax Act, 1961. Gratuity will be limited to 15 days salary for each completed year of service.”

12. Variation of terms of remuneration of Executive Director:


“RESOLVED that in partial modification to terms of reappointment of Sri Sandeep Vuyyuru Ramesh, Executive Director, approved by the Shareholders on 12th August, 2017, Part-B of the said Terms be and is hereby modified as under:

Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these, either singly or put together, are not taxable under the Income Tax Act, 1961. Gratuity will be limited to 15 days salary for each completed year of service.”

13. Remuneration payable to Executive Directors over and above 5% of the Net Profits of the Company:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED that in terms of Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company do hereby confirm and ratify, the annual remuneration paid and/or payable to the Chairman and Managing Director, and Executive Director of the Company, as per the terms of re-appointment dated 12th August, 2017, and any modification thereto from time to time, which may exceed 5% of the net profit of the Company.”

By Order of the BoardFor Nile Limited

Sd/- Amarendra JenaPlace : Hyderabad Company SecretaryDate : 14th August, 2019 FCS-8692

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NOTES:1. Proxy:

A Member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on a poll instead of himself/herself and such proxy need not be a Member of the company. For identification purpose, the proxy should carry a valid identity proof issued by any Government authority.

Deposit of proxy:

Proxies, in order to be effective, must be received at the registered office of the Company not later than 48 hours before the meeting, i.e., on or before 10:00 am on 28th September, 2019.

2. Voting Rights:

23rd September, 2019 will be the cut-off date for determining the voting rights.

3. E-Voting (EVEN: ):

E-Voting option is provided to members pursuant to Section 108 of the Companies Act, 2013. Please read carefully the instructions for ‘E-Voting Process’ attached to this Notice.

4. Unclaimed Dividend:

Dividends unclaimed and unpaid for over 7 years will be transferred to the Investor Education and Protection Fund. Further, shares of such shareholders, who have not encashed any dividend warrant/instrument during the last 7 years, will be transferred to the Investor Education and Protection Fund.

Therefore, please refer to the company website (www.nilelimited.com) for the list of unclaimed and unpaid dividend warrant(s)/instrument(s). Shareholders, who have not so far encashed the dividend warrant(s)/ instrument(s), are requested to seek revalidation of expired and unclaimed dividend warrant(s)/instrument(s).

Information in respect of unclaimed dividend and the last date for claiming the same are given bellow:

Dividend for the year

Date of declaration

Last date for claiming

2011-12: Final 29-09-2012 29-10-2019

2012-13: Final 10-08-2013 10-09-2020

2013-14: Final 30-09-2014 30-10-2021

2014-15: Final 30-09-2015 30-10-2022

2015-16: Interim 12-03-2016 12-04-2023

2016-17: Interim 08-03-2017 08-04-2024

2017-18: Interim 11-11-2017 11-12-2024

2017-18: 2nd Interim 10-02-2018 10-03-2025

2018-19: Interim 10-11-2018 10-12-2025

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013Item No.4 to 8: Re-appointment of Independent Directors: As per the provisions of Section 149, 152, and 160 of the Companies Act, 2013 and Rules made thereunder, the Independent Directors were appointed by the Shareholders at the 30th Annual General Meeting of the Company held on 30th September, 2014.As per the recommendations of the Nomination and Remuneration Committee, the Board proposes to re-appoint the independent directors for a second term of 5 years.As per the provision of the Section 149(10) of the Companies Act, 2013, the independent directors shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board’s report.Pursuant to the provisions of Section 149(7) the company has received requisite declarations from the respective independent directors that they meet the criteria of independence as provided in Section 149(6) of the Act. It is further confirmed that, in the opinion of the Board, the concerned independent directors fulfils the conditions specified in the Act and the Rules made thereunder to be re-appointed as Independent Directors. The terms and conditions of re-appointment of the respective independent directors, as approved by the Board, are open for inspection at the registered office of the company by any member during normal business hours. This would also be posted on the company’s website. Brief resumes of the concerned independent directors, asstipulated under Regulation 36 of Listing Regulation and SS-2, are provided in the annexure to this notice, and are also furnished in the Corporate Governance Report that forms an integral part of this Notice. No Director or Key Managerial Personnel of the Company, or their relatives, except the Directors being re-appointed, are concerned or interested, financially or otherwise, in this item of business.Item No.9: Appointment of Independent Director: Sri Kadiri Ramachandra Reddy is proposed to be appointed as an Independent Director of the company for a period of 5 years with effect from 10th November, 2018, the date on which he was appointed as an additional director. The company has received Notice under Section 160 of Companies Act, 2013 from a member proposing candidature of Sri Kadiri Ramachandra Reddy.A brief resume of Sri Kadiri Ramachandra Reddy, asstipulated under Regulation 36 of Listing Regulation and SS-2, is provided in the annexure to this notice, and is also furnished in the Corporate Governance Report that forms an integral part of this Notice. Pursuant to the provisions of Section 149(7) the company has received requisite declaration from Sri Kadiri Ramachandra Reddy that he meets the criteria of independence as provided in Section 149(6) of the Act.


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It is further confirmed that, in the opinion of the Board, Sri Kadiri Ramachandra Reddy fulfils the conditions specified in the Act and the Rules made thereunder to be appointed as an Independent Director. The terms and conditions of appointment of Sri Kadiri Ramachandra Reddy, as an Independent Director, as approved by the Board, are open for inspection at the registered office of the company by any member during normal business hours. This would also be posted on the company’s website.

No Director or Key Managerial Personnel of the Company, or their relatives, are concerned or interested, financially or otherwise, in this item of business.

Item No.10: Ratification of remuneration payable to Cost Auditors:

While the remuneration for the audit of cost records is determined by the Board of Directors, on the recommendations of Audit Committee, it will have to be ratified by the shareholders at the following General meeting as per Section 148 of the Companies Act, 2013.

The Board of Directors have appointed M/s. Kapardhi & Associates, Cost Accountants, based on the recommendations of the Audit Committee, at a remuneration of Rs. 60,000/- for Financial Year 2019-20. It is now placed for the ratification by the shareholders in accordance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

No Director or Key Managerial Personnel of the Company, or their relatives, are concerned or interested, financially or otherwise, in this item of business.

Item No.11: Variation of terms of remuneration of Chairman and Managing Director:

The Trustees of Nile Limited Employees’ group gratuity scheme/fund at their meeting held on 23rd April, 2019 resolved to amend the Rules of the Scheme to remove the ceiling on Gratuity for all employees.

Earlier, the ceiling on Gratuity was Rs. 3,50,000/-.

As the amendment of the rules of the gratuity scheme of the company are applicable to all employees of the company, including the Chairman and Managing Director, the Board proposes to vary the terms of re-appointment towards payment of gratuity to the Chairman and Managing Director.

As the re-appointment was confirmed by the Shareholders by Special Resolution, therefore, the resolution for variation of terms of remuneration is proposed to be passed by Special Resolution.

Except Sri Sandeep Vuyyuru Ramesh and Smt. Vuyyuru Rajeswari, no other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in this item of business.

Item No.12: Variation of terms of remuneration of Executive Director:

The Trustees of Nile Limited Employees’ group gratuity scheme/fund at their meeting held on 23rd April, 2019 resolved to amend the Rules of the Scheme to remove the ceiling on Gratuity for all employees.

Earlier, the ceiling on Gratuity was Rs. 3,50,000/-.

As the amendment of the rules of the gratuity scheme of the company are applicable to all employees of the company, including the Executive Director, the Board proposes to vary the terms of re-appointment towards payment of gratuity to the Executive Director.

As the re-appointment was confirmed by the Shareholders by Ordinary Resolution, therefore, the resolution for variation of terms of remuneration is proposed to be passed by Ordinary Resolution.

Except Sri Vuyyuru Ramesh and Smt. Vuyyuru Rajeswari, no other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in this item of business.

Item No.13: Remuneration payable to Executive Directors over and above 5% of the Net Profits of the Company:

SEBI vide Notification dated 9th May, 2018 inserted clause (e) after clause (d) of sub-regulation (6) to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is reproduced hereunder:

The fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if-

(i) the annual remuneration payable to such executive director exceeds rupees 5 crore or 2.5 per cent of the net profits of the listed entity, whichever is higher; or

(ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity:

Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director.

Consent of the Shareholders, for re-appointment of Chairman and Managing Director and Executive Director, were obtained keeping in mind the remuneration to be paid as per the provisions of the Companies Act, 2013 and Rules made thereunder.

As the provisions of clause (e) were inserted in Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to comply with the said regulations, the Board proposes to pass the proposed Special Resolution.

Except Sri Vuyyuru Ramesh, Sri Sandeep Vuyyuru Ramesh and Smt. Vuyyuru Rajeswari, no other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in this item of business.

By Order of the BoardFor Nile Limited

Sd/- Amarendra JenaPlace : Hyderabad Company SecretaryDate : 14th August, 2019 FCS-8692

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ANNEXURE TO THE NOTICE(i) Details of Directors seeking re-appointment at the

Annual General Meeting: Sri S.V. Narasimha Rao: Sri S.V. Narasimha Rao (DIN: 00025635) born on 7th

October, 1947 has a B. Tech from IIT, Madras, and MS & MBA from the University of Nebraska. He has more than thirty years of technical and senior management experience in reputed companies such as Beardsell Limited, Sumac International Limited, Shin Ho Petro Chemicals (India) Limited, Jeypore Sugars Limited, and KCP Sugars and Chemicals Limited.

He is neither a Director nor a Chairman/Member in the Board/Committees of other Companies.

Sri Satish Malladi: Sri Satish Malladi (DIN: 00346720) born on 13th

November, 1947 is a mechanical engineering graduate from IIT Madras. He started his career in HMT Limited, and later started his own business, supplying specialized equipment to IDL Chemicals. He also executed several works for the Railways, APSEB and ISRO.

He is neither a Director nor a Chairman/Member in the Board/committees of other companies.

Sri V. Ashok: Sri V. Ashok (DIN: 00730615) born on 1st March,

1961 is an MBA from the USA, and is the promoter and Managing Director of Trigeo Technologies Private Limited, which provides GIS & CAD/CAM services. He is an experienced professional, and has expertise in commercial and managerial functions.

As on 31st March, 2019, he was a Director/Partner of the following Companies/LLPs:i. Trigeo Technologies Pvt. Ltd.ii. Visakha Finance Ltd.iii. Shivalik Energy Pvt. Ltd.iv. Alufluoride Ltd.v. Anar Enterprises Pvt. Ltd.vi. VASR Ventures LLP.

He is member/chairman in the following Board/committees of Alufluoride Limited:

Committees Member/ChairmanAudit Committee MemberStakeholders Relationship Committee ChairmanCSR Committee MemberNomination and Remuneration Committee Member

Sri Sridar Swamy: Sri Sridar Swamy (DIN: 01122961) born on 28th April,

1967 is a graduate in Commerce from the Bombay University, and is a Chartered Accountant.

He has over 25 years of experience in the field of investment banking. He has worked with Lazard India, KPMG India Pvt. Ltd., Taj Group of Hotels, and Indian Advisory Partners in various capacities. He has a rich experience in the field of Mergers & Acquisitions, and has advised several companies.

As on 31st March, 2019, he was a Director/Partner in the following Companies/LLPs:

i. Madorwat Digital Media Pvt Ltd.ii. Cybernoid Healthcare Pvt. Ltd.iii. Atsuya Technologies Pvt. Ltd. iv. Nuthouse Productions LLP.

He is neither a Chairman nor a Member in the Board/ committees of other companies.

Sri Suketu Harish Shah: Sri Suketu Harish Shah (DIN: 00607880) born on 15th

June, 1979, is a graduate from Mumbai University, and has an MBA, from the Indian School of Business.

He is a whole time Director of Beacon Industrial Electronics Private Limited, Mumbai. Beacon specializes in the niche area of manufacturing standard and highly customized instruments and sensors for industrial speed measurement. He heads the production, sales and marketing functions at Beacon. He was instrumental in developing and nurturing relationships with dozens of major national and international firms in a diverse range of industries including sugar, oil & gas, shipping, fertilizers, and power generation OEMs. He has also been directly involved in product design, development, and customization for the wide range of customers Beacon caters to.

He is neither a Chairman nor a Member in the Board/Committees of other companies.

Sri Kadiri Ramachandra Reddy: Sri Kadiri Ramachandra Reddy is a graduate in

Electrical Engineering from IIT, Madras and holds an M.S.E.E. degree from University of Wisconsin, Madison, Wisconsin. He has over 40 years of experience in Silicon Valley in the areas of design, manufacturing and marketing of various integrated circuits (ICs). He has successfully started several semiconductor design companies and sold them to larger companies in the last 30 years.

His ventures included Lotus Designs Corp., Silicon Logic and Startech Semiconductor, all of which were based in Silicon Valley. Prior to starting his first company in 1982, he worked as a Section Manager at American Microsystems in Santa Clara, California. He was responsible for designing the world’s first DSP chip. He has extensive experience in sub-contracting manufacturing needs of semiconductors and marketing these products worldwide. His customer list included major PC manufacturers such as Compaq Computers and communication technology companies such as Nokia Systems out of Finland.

He founded, and is on the Board of, MosChip Semiconductor in Hyderabad in 1999 to be the first Fabless Semiconductor Company in India designing, manufacturing and marketing standard products worldwide.

He is neither a Chairman nor a Member in the Board/ committees of other companies.


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(ii) Details of Non Executive Directors shareholding and attendance:

Name of Director Date of appointment

No of Equity Shares

held as on 31st March,

2019

Attendance at Board

Meetings during

2018-19

Position in other Companiesas on 31st March, 2019

Attend-anceat last AGM

No. of Meetings % Director-

ship(s) Committee

Chairman MemberSri S.V. Narasimha Rao 30.09.2014 Nil 5 / 6 83 Nil Nil Nil YesSri Satish Malladi 30.09.2014 Nil 4 / 6 67 Nil Nil Nil NoSri V. Ashok 30.09.2014 Nil 5 / 6 83 6 1 5 NoSri Sridar Swamy 30.09.2014 Nil 4 / 6 67 4 Nil Nil NoSri Suketu Shah 30.09.2014 Nil 4 / 6 67 2 Nil Nil NoDr. Yeswanth NamaVenkateswwaralu 01.03.2018 Nil 2 / 6 33 Nil Nil Nil No

Sri.K.Ramachandra Reddy 10.11.2018 Nil 2 / 2 100 2 Nil Nil NA

E-voting ProcessThe procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1: Log-in to NSDL e-Voting system

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details will be as per details given below :

a) For Members who hold shares in demat account with NSDL:

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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

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The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

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9

DIRECTORS’ REPORTToThe Members,

Your Directors take pleasure in presenting the 35th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2019, together with the Auditors’ Report thereon.

Financial Results:

Your Company’s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in Lakhs)

Particulars 2018-19 2017-18Net Sales 57,083.46 63,312.01Other Income 57.12 110.60Total Revenue 57,140.58 63,422.61Profit before interest and depreciation

2,770.30 4,677.32

Less: Interest 451.32 740.71 Depreciation 385.11 387.94Profit before exceptional & extraordinary items and tax

1,933.87 3,548.67

Profit before Tax 1,933.87 3,548.67

Profit after Tax 1,251.04 2,304.72

Less: Other Comprehensive Income

40.59 19.25

Total Comprehensive Income 1,210.45 2,285.47Add: Opening balance in Statement of Profit & Loss

9,862.44 7,757.61

Amount available for appropriation

11,072.89 10,043.09

Appropriations:

Transfer to General Reserve - -Interim Dividend on equity shares

60.03 150.10

Dividend Distribution Tax on Interim Dividend

12.34 30.56

Surplus/(Deficit) carried to Balance Sheet

11,000.52 9,862.44

Note: Previous year’s figures are regrouped and presented wherever necessary.

Dividend:

Your Directors declared and paid interim dividend for the financial year 2018-19, as per the following details:

Dividend Date of declaration

Amount per share Paid in

Interim Dividend

10th November, 2018

Rs. 2/-(20%)

November / December,

2018

Your Directors have pleasure in recommending final dividend of Re 1/- per share for the financial year 2018-19.

Operations:

Operations of the Company’s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs 57,032 lakhs as against Rs 63,263 lakhs in the previous year, a decrease of 9.85%. An increase in raw material prices, coupled with a drop in international Lead prices, resulted in lower turnover as well as profit.

Windmills:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was Rs.51 lakhs against Rs.49 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was Rs 57,083 lakhs for the year under review, as against Rs 63,312 lakhs for the previous year.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality Management System:

Your Company has upgraded to the requirements of the new ISO 9001:2015 Quality Management System standard during the year, and received the accreditation certificate from the German Multinational certification body “TUV-SUD South Asia Private Limited”, after successful transition from the earlier accreditation body “IRQS”

Environmental Management System (EMS):

Your Company has implemented all the requirements for the “Environmental Management System” and got the accreditation certificate for the first time for the ISO 14001:2015 EMS standard from the German Multinational certification body “TUV-SUD South Asia Private Limited”

As part of implementation of the Environmental Management System, several improvement projects were initiated and completed.

Both the QMS and EMS systems have been integrated as “Integrated Management System”

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in

10

the ‘Management Discussion and Analysis Report’ enclosed hereto, which forms an integral part of this Report (Refer Annexure-A).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies(Accounts) Rules, 2014:

A. Conservation of Energy:

There has been a reduction in the fuel consumption in both plants, as a result of the conservation measures undertaken.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo:


11

Refer Annexure E

Evaluation:

The Board evaluated the effectiveness of its functioning, and that of the Committees and of individual Directors. The Board sought the feedback of Directors on various parameters such as:

• Degree of fulfillment of key responsibilities.

• Clarity on the functional requirements of the Directors on the Board as well as on the Committees.

• Co-operation between the Directors.

• Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually,and obtained the feedback.

The Directors then discussed these inputs, and also reviewed the performance of the Directors, and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors, the Committees and the Board were entirely satisfactory. There was also satisfaction regarding the co-operation and co-ordination among the Directors.

The Directors resolved to continue to guide the Company in the path of growth, with a social conscience.

Employees:

Top ten employees (excluding Executive Directors in terms of remuneration drawn as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name Y. Kaliprasad Bikram Keshari Prusty M. Vamsi Mohan V. Satya Prasad B. Seshagiri Rao

Designation Chief Operating Officer Company Secretary GM-Purchase GM-Projects GM-Finance

Remuneration(Rs. in Lakhs) 25.17 15.61 14.31 12.69 12.05

Nature of Employment Permanent Permanent Permanent Permanent PermanentQualification B.Tech. FCS, M.Com, LLb. B.Com. BE/MBA B.Com.Experience 32 Years 13 Years 30 Years 29 Years 35 Years

Date of Joining 26.10.2017 01.09.2008 15.03.1989 16.04.2012 12.06.1987Age 54 45 57 61 58

Last EmploymentDe Dietrich

Process Systems India Pvt. Ltd

Ocean Park Multitech Ltd.,

Company Secretary-- Jaya LPG

Limited Jyothsana Chits

Shareholding in the Company (Nos.) 400 10 9 5 7

Whether a relative of a Director No No No No No

Name K.H.K. Srinivas T. Hemanth Kumar S. Mahesh Babu R. Devender Rao Y. Srinivasa RaoDesignation Plant Manager Senior Manager Manager-Production Plant Manager Manager- Quality

Remuneration(Rs. in Lakhs) 11.65 10.70 9.38 9.32 7.46

Nature of Employment Permanent Permanent Permanent Permanent PermanentQualification B.Sc. M.Com. D.Met.Engg. B.Tech. B.Sc.Experience 27 Years 35 Years 25 Years 25 Years 18 Years

Date of Joining 22.08.1994 18.03.1987 19.08.1998 15.09.2008 01.11.2000Age 50 56 47 47 40

Last Employment Sri Ram Computers

Nava Bharat Ferro Alloys Ltd

Agravamshi Aluminium Ltd

Nava Bharat Ferro Alloys Ltd NA

Shareholding in the Company

(Nos.)1 5 2 1 1

Whether a relative of a Director No No No No No

No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12

Directors’ Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Sexual Harassment:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2018–19, there were no cases reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company..

Acknowledgement:

Your Directors thank the customers, vendors, investors, as well as HDFC Bank and Kotak Mahindra Bank for their continued support during the year.

For and on behalf of the Board

Sd/-V. Ramesh

Place : Hyderabad Chairman and Managing DirectorDate : 14-08-2019 DIN: 00296642


13

ANNEXURE TO DIRECTORS’ REPORT

ANNEXURE-AMANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report sets out developments in the business environment and the Company’s performance since the last report. The analysis supplements the Directors’ report, which forms part of this annual report.

Industry Structure and Development:

Lead and Wind Energy are the two divisions of the Company.

Pure Lead and Lead alloys are supplied to manufacturers of Lead acid batteries.

Wind energy generated is sold to Andhra Pradesh Southern Power Distribution Company Limited.

Results of our operations for the year ended 31st March 2019 (Rs. In lakhs)

Particulars 2019 % 2018 %

Net Sales 57,083.46 100.00 63,312.01 100.00

Cost of Goods sold 53,208.06 93.21 57,550.13 90.90

Gross Profit 3,875.40 6.79 5,761.88 9.10

Selling and Marketing expenses 403.34 0.71 420.50 0.66

General and administration expenses 1,210.20 2.12 1,515.37 2.39

Operating profit before Depreciation 2,261.86 3.96 3,826.01 6.04

Depreciation and Amortization 385.11 0.67 387.94 0.61

Operating Profit 1,876.75 3.29 3,438.07 5.43

Other income 57.12 0.10 110.60 0.17

Profit before Tax 1,933.87 3.39 3,548.67 5.61

Tax expenses 682.83 1.20 1,243.95 1.96

Profit after Tax 1,251.04 2.19 2,304.72 3.64

Other Comprehensive Income 40.59 0.07 19.24 0.03

Total Comprehensive Income 1,210.45 2.12 2,285.48 3.61

Note: Previous year’s figures are regrouped and presented wherever necessary.

Lead prices on the London Metal Exchange were significantly lower throughout the financial year, and this resulted in a significant drop in your company’s revenues. The raw material prices did not drop proportionately because of the continued high demand in the Indian market, and this had an adverse impact on the profitability.

There have been no significant developments on the employment and manpower front. Relevant manpower data is provided elsewhere in the document.

Banking arrangements:

Your company’s banking arrangements with Kotak Mahindra Bank Limited and HDFC Bank Limited are working satisfactorily, and has resulted in a reduction in finance costs.

Outlook:

Margins continued to be severely affected by the reduced gap between the raw material prices and the finished product prices. There currently appears to be a slight improvement in the Lead prices on the London Metal Exchange.

There is no letup in the robust demand for Lead and Alloys. Capacity utilization of both plants continues to go up and your company has sufficient capacity to meet further demand without incurring any capital expenditure

While the wind farm continues to give marginal profits, the situation might not continue for long because the wind mills are operating beyond the originally expected useful life. Payments from the Andhra Pradesh Power Coordination Committee are getting inordinately delayed, eating into the already meagre realization.

14

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014: Criteria for determining qualifications for appointment of Directors (including independent Directors):

ANNEXURE-B

Opportunities and Threats:

Your company has narrowed its search for suitable diversification opportunities, and should be ready to finalize on appropriate projects soon.

Internal Control Systems and their Adequacy:

Your Company has an established system of internal controls for ensuring optimal utilization of various resources. Investment decisions involving capital expenditure are taken up only after due appraisal and review, and adequate policies have been laid down for approval and control of expenditure. Internal audit is carried out by a firm of Chartered Accountants

to ensure adequacy of the internal control systems. The internal audit report is reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations are complied with.


Sd/-V. Ramesh

Place : Hyderabad Chairman and Managing Director Date : 14-08-2019 DIN: 00296642

• Persons of eminence, standing and knowledge with significant achievements in business, professions and/ or public service.

• Their financial or business literacy/skills.

• Appropriate other qualification/experience to meet the objectives of the Company, including the diversity they bring to the board.

• As per the applicable provisions of the Companies Act, 2013, Rules made thereunder and the SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Criteria for determining positive attributes of Directors (including independent Directors):

i. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues pro-actively.

ii. Actively update their knowledge and skills with the latest developments in the market conditions and applicable legal provisions.

iii. Willingness to devote sufficient time and attention to the company’s business and discharge their responsibilities..

iv. To assist in bringing independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.

v. Ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company.

vi. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

Criteria for determining Independence of Directors:

Independent Directors to meet the criteria of Independence as prescribed by the Companies Act, 2013 read with the Rules made there-under, and the SEBI (LODR) Regulations, 2015, as amended from time to time.

Criteria for evaluation of performance of Directors (including Independent Directors):

i. Attendance and contribution at Board and Committee meetings..

ii. Open channels of communication with executive management and other colleagues on the Board to maintain high standards of integrity and probity.

iii. Recognize the role which he/she is expected to play to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

iv. His/her ability to monitor the performance of management and satisfy himself/herself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.

v. His/her contribution of enhance overall brand image of the Company.

Criteria for evaluation of performance of Board:

The process of evaluating the performance of the Board as a whole is the responsibility of the Independent Directors. The evaluation of Board performance involves review and discussion of Board effectiveness, including looking at:

i. Appropriate composition of the board with the right mix of knowledge and skills;

ii. Members of the Board meeting all applicable independence requirements;

iii. Sufficient number of Board meetings, of appropriate length, being held to enable proper consideration of issues;


15

iv. Attention to strategy and oversight of business performance;

v. Company’s systems of control being effective for identifying material risks and reporting material violations of policies and law and the Board is provided with sufficient information about material risks and problems that affects the Company’s business and prospects;

vi. Encouragement of open communication, meaningful participation, and timely resolution of issues at the Board meetings;

vii. Board culture and relationships with management;

viii. Effectiveness of the Chairman;

ix. Monitoring and supervision;

x. Management of agendas, papers, meetings and minutes;

Criteria for evaluation of performance of Board Committees:

The process of evaluating the performance of the Board Committees as a whole is the responsibility of all the Directors excluding members of the relevant committee being evaluated.

The performance evaluation shall be based on the following criteria:

♦ Performance against Committee’s terms of reference;

♦ Performance of Chair;

♦ Management of agendas, papers, meetings and minutes;

♦ Communication with and reporting to Board

♦ Relationship with management;

♦ Relationship with relevant stakeholders;

Remuneration Policy: The same is disclosed in the Corporate Governance Report.


Sd/-V. Ramesh


ANNEXURE-C

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the DirectorRatio of the remuneration

to the median remuneration of the employees* including

whole time directors

Ratio of the remuneration to the median remuneration of the employees* excluding

whole time directors

Vuyyuru Ramesh, Chairman and Managing Director

28.63 28.97

Sandeep Vuyyuru Ramesh, Executive Director

28.63 28.97

Vuyyuru Rajeswari, Director Not Applicable Not Applicable

S.V.Narasimha Rao, Independent Director

Not Applicable Not Applicable

V. Ashok, Independent Director Not Applicable Not Applicable

Satish Malladi, Independent Director Not Applicable Not Applicable

Sridar Swamy, Independent Director Not Applicable Not Applicable

Suketu Shah, Independent Director Not Applicable Not Applicable

Yeswanth Nama Venkateswwaralu, Independent Director

Not Applicable Not Applicable

Kadiri Ramachandra Reddy Not Applicable Not Applicable

16

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, CompanySecretary, in the financial year:

Name of the Directors and Key Managerial Personnel Percentage increase in remuneration in the financial year

Vuyyuru Ramesh, Chairman and Managing Director -42.21

Sandeep Vuyyuru Ramesh, Executive Director -41.27

Vuyyuru Rajeswari, Director Not Applicable

S.V.Narasimha Rao, Independent Director Not Applicable

V. Ashok, Independent Director Not Applicable

Satish Malladi, Independent Director Not Applicable

Sridar Swamy, Independent Director Not Applicable

Suketu Shah, Independent Director Not Applicable

Yeswanth Nama Venkateswwaralu, Independent Director Not Applicable

Kadiri Ramachandra Reddy Not Applicable

Bikram Keshari Prusty, Company Secretary 7.48

B. Seshagiri Rao, Chief Financial Officer 8.76

iii. The percentage increase in the median remuneration of employees* in the financial year: 6.25%

iv. The number of permanent employees on the rolls of company: 117 (as on 31st March, 2019).

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

(Rs. In lakhs)

ParticularsAverage

Remuneration in 2017-18

Average Remuneration in

2018-19Average Increase in Remuneration

% of Increase in Remuneration

Employees* other than Managerial personnel 3.79 4.16 0.37 9.76

Managerial Personnel 165.10 96.18 -68.92 -41.74

The decrease in remuneration of the managerial personnel is due to decrease of profits of your company.

* Data pertains to employees who were employed throughout the year.

vi. Affirmation that the remuneration is as per the remuneration policy of the company:

It is affirmed that the remuneration paid is as per the remuneration policy of the company.

vii. No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


Sd/-V. Ramesh



17

CSR Policy of the Company:

CSR Vision:

The company’s CSR efforts are directed towards achieving one or more of the following - enhancing environmental and natural capital; supporting rural development; promoting education; providing preventive healthcare, providing sanitation and drinking water; creating livelihoods for people, especially those from disadvantaged sections of society, in rural India; providing free or subsidized healthcare to the needy, promoting or sponsoring needy sports-persons, artists,

CSR Projects, Programs and Activities:

In accordance with this policy and, activities specified under the Companies Act, 2013 and any amendments thereof, the CSR activities of the company will have the following thrust areas:

(i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

(ii) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently-abled and livelihood enhancement projects;

(iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

(v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) Measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

(viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) Rural development projects;

(xi) Slum area development;

(xii) Any other activities capturing the essence of the above mentioned areas.

The CSR policy can also be accessed at the website of the Company at “www.nilelimited.com”.

Constitution of the CSR Committee:

The company has constituted a CSR committee, which consists of four directors.

Sri Satish Malladi, Independent Director is the Chairman of the committee, with Sri V. Ramesh, Sri Sandeep Vuyyuru Ramesh, and Smt. V. Rajeswari are the other members of the committee.

Net profit of the company for the preceding 3 years:

Financial YearNet Profit

(Rs. in lakhs)

2017-18 3,867.78

2016-17 4,287.86

2015-16 1,244.33

Total 9,399.97

Average 3,133.32

Prescribed CSR Expenditure (2% of above Average Net Profits) – Rs 62.67 lakhs

Details of CSR spent during the financial year 2018-19:

• Total amount to be spent during the financial year: Rs. 62.67 lakhs

• Amount spent during the year: Rs.12.66 lakhs

• Amount unspent, if any: Rs. 50.01 lakhs

• Manner in which the amount was spent during the financial year is detailed below:

ANNEXURE-DAnnual Report on Corporate Social Responsibility (CSR) activities in accordance with

Rule 8 of Companies (CSR Policy) Rules, 2014:

18

(Amount in Rs.)

S. No

Sector in which the project is covered

Projects or programs

(1) Local area or Other

(2) Specify the State and district where projects or programs were undertaken

Amount spent on the projects or program subheads:(1) Direct expenditure

on projects or programs

(2) Overheads

Cumulative expenditure

upto the reporting

period

Amount spent direct or through

implementing agency

1 Promoting educationLocal areaTelangana(Dist.: Yadadri)

Direct–1,64,000 1,64,000 Direct

2

Promoting preventive health care, sanitation and safe drinking water

Local areaAndhra Pradesh (Dist.: Chittoor)

Direct- 3,18,360 3,18,360 Direct

3

Promoting preventive health care, sanitation and safe drinking water

Other Area:Telangana(Dist.: Rangareddy)

Direct-5,00,000 5,00,000 Direct

4Promoting Education of differently abled children

Local Area:Telangna(Dist. Hyderabad)

Direct-2,00,000 2,00,000 Through Ashray Akruti

5 Promoting EducationLocal areaAndhra Pradesh (Dist.: Chittoor)

Direct-83,970 83,970 Direct

TOTAL 12,66,330

In addition to the above expenditure, your company spent Rs.67.60 lakhs on activities which can be classified as being of CSR nature. Thus, the total expenditure on CSR and activities that are of CSR nature is just over Rs.80 lakhs.

Reasons for not spending the prescribed CSR expenditure:

Your company is actively looking for suitable projects for implementation of CSR activities.

CSR Responsibility Statement:

The CSR Committee of the Board hereby confirms that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the company.

Sd/- Sd/-Place : Hyderabad V. Ramesh Satish MalladiDate : 14-08-2019 Chairman and Managing Director Chairman- CSR Committee: DIN: 00296642 DIN: 00346720


19

ANNEXURE-EFORM MGT-9

Extract of Annual Return[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of Companies

(Management and Administration) Rules, 2014]:

I. Registration and other details:

i. CIN - L27029AP1984PLC004719

ii. Registration Date - 18th May, 1984

iii. Name of the Company - Nile Limited

iv. Category / Sub-Category of the Company - Company limited by shares/Indian Non-Government Company

v. Address of the Registered office - Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati, Chittoor District, Andhra Pradesh-517520

vi. Contact Details: - Phone: (40) 23606641 Fax:(40) 23606640 Email:[email protected] Web:www.nilelimited.com

vii. Whether listed company - Yes

viii. Name, Address and Contact - M/s. XL Softech Systems Ltd. details of Registrar and #3, Sagar Society, Road No. 2, Transfer Agent Banjara Hills, Hyderabad –500034 Phones: (40) 23545913/14/15 Fax: (40) 23553214

II. Principal business activities of the company:

Business activities of the Company during the financial year 2018-19:

All business activities contributing 10% or more of total turnover of the Company shall be stated:-

S. No.

Name and description ofmain product

NIC Code of theProduct

% to total turnover of the company

1 Lead and Lead Alloys 24203 (Based on NIC 2008) 99.91

III. Particulars of Holding, Subsidiary and Associate Companies - None

IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Shareholding:

Category ofShareholders

No. of Shares held at thebeginning of the year

No. of Shares held at the end of the year %

Changeduring

the yearDemat Physical Total% ofTotal

SharesDemat Physical Total

% ofTotal

Shares

A. Promoters

(1) Indian

a) Individual/ HUF 14,98,172 0 14,98,172 49.91 14,98,172 0 14,98,172 49.91 0.00 b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00 c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00 d) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00 e) Banks / FIs 0 0 0 0.00 0 0 0 0.00 0.00 f) Any Other (Family Trust) 15,719 0 15,719 0.52 15,719 0 15,719 0.52 0.00

Sub-total (A)(1):- 15,13,891 0 15,13,891 50.43 15,13,891 0 15,13,891 50.43 0.00

20




Changeduring



% ofTotal

Shares

(2) Foreign

a) NRI’s - Individuals 0 0 0 0.00 0 0 0 0.00 0.00b) b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0.00c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00d) Banks / FIs 0 0 0 0.00 0 0 0 0.00 0.00e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (A)(2):- 0 0 0 0.00 0 0 0 0.00 0.00Total shareholdingof Promoter (A) =(A)(1)+(A)(2)

15,13,891 0 15,13,891 50.43 15,13,891 0 15,13,891 50.43 0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00b) Banks / FIs 0 0 0 0.00 0 0 0 0.00 0.00c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00 0.00

2. Non-Institutions

a) Bodies Corporate

i) Indian 53,265 0 53,265 1.77 43,949 0 43,949 1.46 (17.49)ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i) Individual shareholders holding nominal share capital upto

Rs.1 lakhs

9,00,175 91,343 9,91,518 33.03 9,13,228 80,142 9,93,370 33.09 0.19

ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakhs*

2,99,704 15000 3,14,704 10.48 3,24,736 0 3,24,736 10.82 3.19

c) Others

NRIs# 52,704 64,000 1,16,704 3.90 1,11,590 3,000 1,14,590 3.82 (1.81) Clearing members 11,818 0 11,818 0.39 11,364 0 11,364 0.38 (3.84)Sub-total (B)(2):- 13,17,666 1,70,343 14,88,009 49.57 14,04,867 83,142 14,88,009 49.57 0.00Total PublicShareholding(B)=(B)(1)+ (B)(2)

13,17,666 1,70,343 14,88,009 49.57 14,04,867 83,142 14,88,009 49.57 0.00


21




Changeduring



% ofTotal

Shares

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 28,31,557 1,70,343 30,01,900 100.00 29,18,758 83,142 30,01,900 100.00 0.00

(ii) Shareholding of Promoters:

S. No.

Shareholder’sName

Shareholding at the beginning of the year Shareholding at the end of the year % Change during

the yearNo. ofShares

% of totalShares of

the company

% of Shares Pledged /encumbered

to total shares

No. of Shares

% of total Shares of

the company

% of Shares Pledged / encumbered to

total shares

1 V. Rajeswari 8,01,836 26.71 - 8,01,836 26.71 - 0.00

2 Sandeep Vuyyuru Ramesh

4,06,928 13.56 - 4,06,928 13.56 - 0.00

3 V. Ramesh 2,89,208 9.64 - 2,89,208 9.64 - 0.00

4 Kode Swetha 200 0.00 - 200 0.00 - 0.00

5 V. Shilpa Family Trust

15,719 0.52 - 15,719 0.52 - 0.00

Total 15,13,891 50.43 - 15,13,891 50.43 - 0.00

(iii) Change in Promoters’ Shareholding:

S. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares

of the company

At the beginning of the year 15,13,891 50.43 15,13,891 50.43

Changes during the year NIL

At the end of the year 15,13,891 50.43

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs), as on 31st March, 2019:

S. No.

For each of the Top 10 Share-holders

Shareholding Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares

of the company

1 Mohan Reddy K

At the beginning of the year 60,000 2.00 60,000 2.00

Changes during the year Nil

At the end of the year 60,000 2.00

2 Sunitha Vemulapalli


Changes during the year Nil


22

3 Arvind Maganlal Patel At the beginning of the year 54,501 1.82 54,501 1.82

Changes during the year

Date Reason

17.08.2018 Acquisition 150 0.00 54,651 1.82


4 V SarojiniAt the beginning of the year 42,000 1.40 42,000 1.40Changes during the year NilAt the end of the year 42,000 1.40

5 Jyothsana AkkineniAt the beginning of the year 36,900 1.23 36,900 1.23Changes during the year NilAt the end of the year 36,900 1.23

6 Akanksha ChughAt the beginning of the year 20,114 0.67 20,114 0.67Changes during the year

Date Reason06.07.2018 Acquisition 1,800 0.06 21,914 0.7331.08.2018 Acquisition 4,220 0.14 26,134 0.8707.09.2018 Acquisition 129 0.00 26,263 0.8714.09.2018 Acquisition 404 0.01 26,667 0.8928.09.2018 Acquisition 502 0.02 27,169 0.9112.10.2018 Acquisition 600 0.02 27,769 0.9319.10.2018 Acquisition 795 0.03 28,564 0.9516.11.2018 Acquisition 1000 0.03 29,564 0.9823.11.2018 Acquisition 28 0.00 29,592 0.9925.01.2019 Acquisition 300 0.01 29,892 1.00


7 Virendra Pal SinghAt the beginning of the year 20,500 0.68 20,500 0.68Changes during the year

Date Reason

06.04.2018 Acquisition 500 0.02 21,000 0.70

25.05.2018 Acquisition 375 0.01 21,375 0.71

01.06.2018 Acquisition 100 0.00 21,475 0.71

08.06.2018 Acquisition 25 0.00 21,500 0.72

15.06.2018 Acquisition 1,700 0.06 23,200 0.77

29.06.2018 Acquisition 1,200 0.04 24,400 0.81


23

03.08.2018 Acquisition 100 0.00 24,500 0.82

17.08.2018 Acquisition 1,500 0.05 26,000 0.87

26.10.2018 Acquisition 100 0.00 26,100 0.87

16.11.2018 Acquisition 400 0.01 26,500 0.88

28.12.2018 Acquisition 100 0.00 26,600 0.89

04.01.2019 Acquisition 150 0.00 26,750 0.89


8 Vishesh Kumar Chugh


Changes during the year

Date Reason

06.07.2018 Acquisition 200 0.01 16,413 0.55

31.08.2018 Acquisition 800 0.03 17,213 0.57

14.09.2018 Acquisition 350 0.01 17,563 0.59

28.09.2018 Acquisition 1400 0.05 18,963 0.63

12.10.2018 Acquisition 618 0.02 19,581 0.65

23.11.2018 Acquisition 187 0.01 19,768 0.66

25.01.2019 Acquisition 200 0.01 19,968 0.67At the end of the year 19,968 0.67

9 Investor Education and Protection Fund AuthorityAt the beginning of the year 16,781 0.56 16,781 0.56Changes during the year

Date Reason

30.11.2018

Transfer of Shares as per the IEPF(Accounting, Au-dit, Transfer and Refund)

Rules, 2016

150 0.00 16,931 0.56


10 Ramadevi PemmasaniAt the beginning of the year 15,000 0.50 15,000 0.50Changes during the year NilAt the end of the year 15,000 0.50

Note: Date of acquisition and disposal as per the Friday benpos downloaded.(v) Shareholding of Directors and Key Managerial Personnel:

S. No. For each of the Directors and KMP


No. of shares% of total

shares of thecompany



1 Sri Vuyyuru Ramesh (Chairman and Managing Director)At the beginning of the year 2,89,208 9.63 2,89,208 9.63Changes during the year NilAt the end of the year 2,89,208 9.63

24

S. No. For each of the Directors and KMP






2 Sri Sandeep Vuyyuru Ramesh (Executive Director)At the beginning of the year 4,06,928 13.56 4,06,928 13.56Changes during the year NilAt the end of the year 4,06,928 13.56

3 Smt. Vuyyuru Rajeswari (Director)At the beginning of the year 8,01,836 26.71 8,01,836 26.71Changes during the year NilAt the end of the year 8,01,836 26.71

4 Sri S.V. Narasimha Rao (Director)At the beginning of the year NilChanges during the year NilAt the end of the year Nil

5 Sri Satish Malladi (Director)At the beginning of the year NilChanges during the year NilAt the end of the year Nil

6 Sri V. Ashok (Director)At the beginning of the year NilChanges during the year NilAt the end of the year Nil

7 Sri Sridar Swamy (Director)At the beginning of the year NilChanges during the year NilAt the end of the year Nil

8 Sri Suketu Harish Shah (Director)At the beginning of the year NilChanges during the year NilAt the end of the year Nil

9 Sri Yeswanth Nama Venkateswwaralu (Director)At the beginning of the year NilChanges during the year NilAt the end of the year Nil

10 Sri Bikram Keshari Prusty (Company Secretary)At the beginning of the year 10 0.00 10 0.00Changes during the year NilAt the end of the year 10 0.00

11 Sri B. Seshagiri Rao (Chief Financial Officer)At the beginning of the year 7 0.00 7 0.00Changes during the year NilAt the end of the year 7 0.00


25

V. Indebtedness: Indebtedness of the Company including interest outstanding / accrued but not due for payment: (Rs. in lakhs)

ParticularsSecured Loans

excludingdeposits

UnsecuredLoans- Sales

Tax Deferment

Unsecured Loans-from

Related Parties

TotalIndebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 1,005.12 269.27 475.00 1,749.39

ii) Interest due but not paid 0 0 12.65 12.65

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 1,005.12 269.27 487.65 1762.04

Change in Indebtedness during the financial year

* Addition 0 0 325 325

* Reduction -158.75 -28.22 -200 -386.97

Net Change -158.75 -28.22 125 -61.97

Indebtedness at the end of the financial year

i) Principal Amount 846.37 241.05 600 1,687.42

ii) Interest due but not paid 0 0 14.84 14.84

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 846.37 241.05 614.84 1,702.26

VI. Remuneration of Directors and Key Managerial Personnel:A. Remuneration to Chairman and Managing Director, and Whole-time Director: (Rs. in lakhs)

S. No. Particulars of Remuneration

Name of MD/WTDTotal

AmountSri Vuyyuru Ramesh, CMD

Sri Sandeep Vuyyuru

Ramesh, ED

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 76.00 76.00 152.00

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 7.72 7.33 15.05

(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- as % of profit 12.46 12.85 25.31

- Others - - -

5 Others, please specify - - -

Total (A) 96.18 96.18 192.36

Ceiling as per the Act 96.18 96.18 192.36

(5% on Net Profit)

26

B. Remuneration to other Directors: (Rs. in lakhs)

Name Fee for attending Board / Committee Meetings Commission Others Total

(1) Independent Directors: - -Sri S.V. Narasimha Rao 0.725 - - 0.725Sri Satish Malladi 0.700 - - 0.700Sri V. Ashok 0.500 - - 0.500Sri Sridar Swamy 0.600 - - 0.600Sri Suketu Shah 0.500 - - 0.500Sri Yeswanth Nama Venkateswwaralu 0.150 - - 0.150Sri Kadiri Ramachandra Reddy 0.150 - - 0.150

Total (1) 3.325 - - 3.325(2) Other Non Executive Directors:

Smt. V. Rajeswari 0.500 - - 0.500Total (2) 0.500 - - 0.500TOTAL (B) 3.825 - - 3.825Ceiling as per the Act(1% on Net Profit)

NA(Since only sitting fees is being paid)

C. Remuneration of Key Managerial Personnel other than MD/WTD: (Rs. in lakhs)

S. No. Particulars of Remuneration Company

Secretary CFO Total Amount

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 13.39 10.28 23.67(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 2.22 1.77 3.99(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961 - - -

2 Stock Option - - -3 Sweat Equity - - -4 Commission

- as % of profit - - -

- Others - - -5 Others, please specify - - -

Total (C) 15.61 12.05 27.66VII. Penalties/ Punishment/ Compounding of Offences:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding

fees imposed

Authority [RD /NCLT/ COURT]

Appeal made, if any (give

Details)Penalty None

Punishment None

Compounding None

Other Officers in defaultPenalty None

Punishment None

Compounding None


Sd/-V. Ramesh

Place : Hyderabad Chairman and Managing DirectorDate: 14-08-2019 DIN: 00296642


27

Your Directors have pleasure in presenting the Corporate Governance Report for the year ended 31st March, 2019.COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:Your company believes that good Corporate Governance enhances the confidence of investors and helps in meeting the needs and aspirations of its shareholders. Your company is committed to continuing the high values and traditions in transparent functioning of the organization.BOARD OF DIRECTORS AND MEETINGS:(i) Composition:The company’s policy is to maintain optimum combination of Executive and Non-Executive Directors. Presently, the Board consists of ten Directors, out of whom seven are Independent, two are Executive and one is non-executive.Composition of the Board and category of Directors are as follows:Promoter and Executive Directors:Sri Vuyyuru Ramesh (Chairman and Managing Director)Sri Sandeep Vuyyuru Ramesh (Executive Director)Promoter and Non-Executive Director:Smt. Vuyyuru RajeswariNon-Executive and Independent Directors:Sri S. V. Narasimha RaoSri Satish MalladiSri Kadiri Ramachandra ReddySri V. AshokSri Sridar SwamySri Suketu Harish ShahSri Yeswanth Nama VenkateswwaraluNone of the Independent Directors are related to any other Director.Directors’ Profiles:Brief resume of all the Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, Memberships/ Chairmanships of Board Committees and their shareholding in the company are provided below: Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Vuyyuru Rajeswari (DIN: 00845598) will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment.Sri Vuyyuru Ramesh:Sri Vuyyuru Ramesh (DIN: 00296642) born on 11thAugust, 1948, is the Promoter & CMD of the Company. He has a B. Tech from IIT Madras, M.S. from the University of Wisconsin, and MBA from the University of Toronto. He has vast experience in related fields in different capacities.As CMD, he is the CEO of the Company, responsible for overall functioning of the organization. Over the years, he has been instrumental in transforming the organization to one that is professionally managed and also made substantial contribution to the growth of the Company.

CORPORATE GOVERNANCE REPORTHe is neither a Director nor a Chairman/Member in the Board Committees of other Companies.Smt. Vuyyuru Rajeswari and Sri Sandeep Vuyyuru Ramesh are his spouse and son respectively.Sri Sandeep Vuyyuru Ramesh:Sri Sandeep Vuyyuru Ramesh (DIN: 02692185) born on 21st October, 1982 is a commerce graduate from the Indian Institute of Management and Commerce, and holds a postgraduate diploma in business management from the Indian School of Business.He joined Nile Limited in June, 2009 as General Manager, Non Ferrous Division, and has been in general/senior management roles at Nile Limited since then.He is neither a Director nor a Chairman/Member in the Board Committees of other Companies.He is the son of the Chairman and Managing Director of the company.Sri Vuyyuru Ramesh and Smt. Vuyyuru Rajeswari are his parents.Smt. Vuyyuru Rajeswari:Smt. Vuyyuru Rajeswari (DIN: 00845598) born on 15th September, 1952 has BA degree in Economics from Madras University. Her last employment was with Canada Trust in Toronto, Canada. She is an amateur interior decorator, and a home maker.She is neither a Director nor a Chairman/Member in the Board committees of other companies.She is the wife of the Chairman and Managing Director of the company.Sri Vuyyuru Ramesh and Sri Sandeep Vuyyuru Ramesh are her spouse and son respectively.Sri S.V. Narasimha Rao:Sri S.V. Narasimha Rao (DIN: 00025635) born on 7th October, 1947 has a B. Tech from IIT, Madras, and MS & MBA from the University of Nebraska. He has more than thirty years of technical and senior management experience in reputed companies such as Beardsell Limited, Sumac International Limited, Shin Ho Petro Chemicals (India) Limited, Jeypore Sugars Limited, and KCP Sugars and Chemicals Limited.He is neither a Director nor a Chairman/Member in the Board Committees of other Companies.Sri Satish Malladi:Sri Satish Malladi (DIN: 00346720) born on 13th November, 1947 is a mechanical engineering graduate from IIT Madras. He started his career in HMT Limited, and later started his own business, supplying specialized equipment to IDL Chemicals. He also executed several works for the Railways, APSEB and ISRO.He is neither a Director nor a Chairman/Member in the Board committees of other companies.Sri V. Ashok:Sri V. Ashok (DIN: 00730615) born on 1st March, 1961 is an MBA from the USA, and is the promoter and Managing Director of Trigeo Technologies Private Limited, which provides GIS &

28

CAD/CAM services. He is an experienced professional, and has expertise in commercial and managerial functions.As on 31st March, 2019, he was a Director/Partner of the following Companies/LLPs:i. Trigeo Technologies Pvt. Ltd.ii. Visakha Finance Ltd.iii. Shivalik Energy Pvt. Ltd.iv. Alufluoride Ltd.v. Anar Enterprises Pvt. Ltd.vi. VASR Ventures LLP.He is member/chairman in the following Board committees of Alufluoride Limited:

Committees Member/ChairmanAudit Committee Member

Stakeholders Relationship Committee

Chairman

CSR Committee MemberNomination and

Remuneration CommitteeMember

Sri Sridar Swamy:Sri Sridar Swamy (DIN: 01122961) born on 28th April, 1967 is a graduate in Commerce from the Bombay University, and is a Chartered Accountant.

He has over 25 years of experience in the field of investment banking. He has worked with Lazard India, KPMG India Pvt. Ltd., Taj Group of Hotels, and Indian Advisory Partners in various capacities. He has a rich experience in the field of Mergers & Acquisitions, and has advised several companies.

As on 31st March, 2019, he was a Director/Partner in the following Companies/LLPs:He also holds Directorship positions in:i. Madorwat Digital Media Pvt Ltd.

ii. Cybernoid Healthcare Pvt. Ltd.

iii. Atsuya Technologies Pvt. Ltd.

iv. Nuthouse Productions LLP.

He is neither a Chairman nor a Member in the Board committees of other companies.

Sri Suketu Harish Shah:Sri Suketu Harish Shah (DIN: 00607880) born on 15th June, 1979, is a graduate from Mumbai University, and has an MBA, from the Indian School of Business.

He is a whole time Director of Beacon Industrial Electronics Private Limited, Mumbai. Beacon specializes in the niche area of manufacturing standard and highly customized instruments and sensors for industrial speed measurement. He heads the production, sales and marketing functions at Beacon. He was instrumental in developing and nurturing relationships with dozens of major national and international firms in a diverse range of industries including sugar, oil &

gas, shipping, fertilizers, and power generation OEMs. He has also been directly involved in product design, development, and customization for the wide range of customers Beacon caters to.


Sri Yeswanth Nama Venkateswwaralu:Sri Yeswanth Nama Venkateswwaralu (DIN: 08076913) born on 3rd June, 1985, is a Lecturer in Accounting, has a doctorate in accounting from Aston Business School (United Kingdom), MBA from EADA Business School (Spain), and a Member of Chartered Accountants of Australia and New Zealand.

He has vast knowledge in Accounting, Finance and related fields. Currently he is a Lecturer in Accounting, RMIT University (Melbourne, Australia). Earlier he was a Lecturer in Accounting, King’s College London (London, UK), a visiting lecturer, EADA Business School (Barcelona, Spain), a visiting lecturer, Cass Business School (London, UK), and an Assistant professor, ESSEC Business School (Paris, France / Singapore). He also worked as an Analyst in the Mergers and Acquisitions group at UBS Investment Bank, an Executive in the Asset Management group at Deutsche Asset Management, a Research Associate in Investment Banking at Office Tiger Database Systems Pvt Ltd.

He is neither a Director nor a Chairman/Member in the Board committees of other companies.

Sri Kadiri Ramachandra Reddy:Sri Kadiri Ramachandra Reddy is a graduate in Electrical Engineering from IIT, Madras and holds an M.S.E.E. degree from University of Wisconsin, Madison, Wisconsin. He has over 40 years of experience in Silicon Valley in the areas of design, manufacturing and marketing of various integrated circuits (ICs). He has successfully started several semiconductor design companies and sold them to larger companies in the last 30 years.

His ventures included Lotus Designs Corp., Silicon Logic and Startech Semiconductor, all of which were based in Silicon Valley. Prior to starting his first company in 1982, he worked as a Section Manager at American Microsystems in Santa Clara, California. He was responsible for designing the world’s first DSP chip. He has extensive experience in sub-contracting manufacturing needs of semiconductors and marketing these products worldwide. His customer list included major PC manufacturers such as Compaq Computers and communication technology companies such as Nokia Systems out of Finland.

He founded, and is on the Board of, MosChip Semiconductor in Hyderabad in 1999 to be the first Fabless Semiconductor Company in India designing, manufacturing and marketing standard products worldwide.



29

(ii) Details of each Director (including the position in Nile Ltd):

Name of Director Date of appointment

No of Equity Shares

held as on 31st March,

2019

Attendance at Board Meetings

during 2018-19

Position in other Companies as on 31st March, 2019 Attendance

at last AGMNo. of

Meetings % Directorship(s)Committee

Chairman MemberSri V. Ramesh 19.12.1984 2,89,208 6 / 6 100 1 Nil Nil Yes

Sri Sandeep Vuyyuru Ramesh 14.08.2011 4,06,928 5 / 6 83 1 Nil Nil Yes

Smt V. Rajeswari 30.09.2014 8,01,836 6 / 6 100 1 Nil Nil No

Sri S.V. Narasimha Rao 30.09.2014 Nil 5 / 6 83 Nil Nil Nil Yes

Sri V. Ashok 30.09.2014 Nil 5 / 6 83 6 1 5 No

Sri Satish Malladi 30.09.2014 Nil 4 / 6 67 Nil Nil Nil No

Sri Sridar Swamy 30.09.2014 Nil 4 / 6 67 4 Nil Nil No

Sri Suketu Shah 30.09.2014 Nil 4 / 6 67 2 Nil Nil No

Dr. Yeswanth Nama Venkateswwaralu 01.03.2018 Nil 2 / 6 33 Nil Nil Nil No

Sri.K.Ramachandra Reddy 10.11.2018 Nil 2 / 2 100 2 Nil Nil NA

(iii) Board Meetings:During 2018-19, the Board of Directors met six times on the following dates:

S.No Date of Board Meetings1 14.05.2018

2 23.06.2018

3 11.08.20184 21.09.20185 10.11.20186 30.01.2019

AUDIT COMMITTEE:Brief description of terms of reference of Audit Committee:The Committee comprises of non-executive and whole-time Directors and has been formed to monitor and provide effective supervision of the financial control and reporting process. The terms of reference of the Committee cover the

matters specified for Audit Committee under the SEBI (LODR) Regulations, 2015 as well as Section 177 of the Companies Act, 2013. This, inter alia, includes review of the financial reporting process, internal audit process, adequacy of internal control systems, management audit and risk management policies, and also recommendation on the appointment of the statutory auditors, cost auditors, secretarial auditors, and their remuneration.

Composition:

The Audit Committee consists of 4 Non-Executive Independent Directors and 2 Executive Promoter Directors with Sri S.V. Narasimha Rao as the Chairman, Sri V. Ashok, Sri Satish Malladi, Sri Sridar Swamy, Sri Vuyyuru Ramesh, and Sri Sandeep Vuyyuru Ramesh are members.

Company Secretary of the Company acts as Secretary to the Committee.

Details of attendance at Audit committee meetings held during the year 2018-19:

Name of Member 14-05-2018 11-08-2018 10-11-2018 30-01-2019

Sri S.V. Narasimha Rao No Yes Yes Yes

Sri V. Ashok Yes No Yes No

Sri Satish Malladi Yes Yes No Yes

Sri Sridar Swamy Yes Yes Yes Yes

Sri V. Ramesh Yes Yes Yes Yes

Sri Sandeep Vuyyuru Ramesh Yes Yes Yes Yes

30

NOMINATION AND REMUNERATION COMMITTEE:Brief Description of terms of reference of Nomination and Remuneration Committee:The terms of reference of the Committee cover the matters specified for the Nomination and Remuneration Committee under the SEBI (LODR) Regulations, 2015 as well as Section 178 of the Companies Act, 2013.This, inter alia, includes identifying persons who are qualified to become Directors and who may be appointed in the senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, formulating criteria for determining qualifications, positive attributes, and independence of directors, recommending remuneration policy for directors, key managerial personnel and other employees to the Board.The Company does not pay remuneration to the Non- Executive Directors of the Company except for the payment of sitting fees for attending such Meetings of the Board or Committees thereof. Remuneration of the Whole Time Directors is recommended by the Nomination and Remuneration Committee, fixed by the Board, and approved by the shareholders.Composition:The Nomination and Remuneration Committee consists of 4 Non-Executive Directors and 1 Executive Promoter Director with Sri Satish Malladi as Chairman and Sri S.V. Narasimha Rao, Sri V. Ashok, Sri Sridar Swamy, and Sri V. Ramesh as members. Company Secretary of the Company acts as Secretary to the Committee.Details of attendance at Nomination and Remuneration committee meetings held during the year 2018-19:

Name of Member 14-05-2018 10-11-2018

Sri Satish Malladi Yes No

Sri S.V. Narasimha Rao No Yes

Sri V. Ashok Yes Yes

Sri Sridar Swamy Yes Yes

Sri V. Ramesh NA Yes

Remuneration Policy:The Board of Directors has established a Nomination and Remuneration Committee. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted this remuneration policy. This remuneration policy applies to the directors, key managerial personnel and other employees of the Company. The objective of the guidelines is to ensure that the Company can attract, motivate and retain employees. The remuneration shall be based on conditions that are market competitive and at the same time aligned with shareholders’ interests. Remuneration shall be determined on the basis of individual performance and responsibility, both in short-term and long term.At least once a year, the Board of Directors shall monitor compliance with the Remuneration Policy. If necessary, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors may alter the policy.At the annual performance and appraisal interview, the individual employees and managers shall evaluate and document their performance in the past year and set new goals.The remuneration of the Executive Board is intended to ensure the Company’s continued ability to retain qualified Executive Board members. The Nomination and Remuneration Committee shall submit its recommendations on adjustments in remuneration of the Executive Board members for the approval of the Board of Directors. The remuneration of the Executive Board shall consist of fixed salary, supplements, and incentive programs. Subject to individual agreement, members of the Executive Board are also entitled to a company car, phone and other fixed benefits. The Annual Report shall specify the remuneration paid to each Executive Board member. To the extent legally acceptable under applicable law, the Board of Directors may deviate from this policy in individual cases, if justified by extraordinary and exceptional circumstances.Remunerationof Executive Directors: (Rs. In Lakhs)

Particulars Vuyyuru Ramesh, CMD

Sandeep Vuyyuru Ramesh, ED

Salary 76.00 76.00Perquisites 7.72 7.33Commission 12.46 12.85Total 96.18 96.18

Remuneration of Non Executive Directors for 2018-19: (Amount in Rs.)

Name of DirectorSitting fees paid for

TotalBoard meetings Committee meetings

Smt. Vuyyuru Rajeswari 45,000 5,000 50,000Sri S.V Narasimha Rao 37,500 35,000 72,500Sri V. Ashok 30,000 20,000 50,000Sri Satish Malladi 30,000 40,000 70,000Sri Sridar Swamy 30,000 30,000 60,000Sri Suketu Harish Shah 30,000 20,000 50,000Sri Yeswanth Nama Venkateswwaralu 15,000 - 15,000Sri K. Ramachandra Reddy 15,000 - 15,000TOTAL 2,32,500 1,50,000 3,82,500


33

Stock Market Data (BSE Ltd.)

MonthShare Price Volume

High Price Low Price No.of Shares Total Turnover (Rs.)Apr-18 825.00 702.00 72735 57565660May-18 879.90 580.00 162527 113539321Jun-18 654.95 486.15 76160 43026711Jul-18 529.00 405.20 73543 34170826Aug-18 570.00 410.00 141616 63065761Sep-18 446.40 355.00 59708 24706372Oct-18 465.00 332.05 67755 27227713Nov-18 454.25 378.95 54027 22407704Dec-18 406.00 352.30 23902 9102397Jan-19 397.95 286.00 49467 17136336Feb-19 318.00 270.05 31652 9322401Mar-19 377.00 285.10 116453 40411453

REGISTRAR AND SHARE TRANSFER AGENT(for both Demat and Physical segments)M/s. XL Softech Systems Ltd.# 3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad – 500034Phones: (040) 23545913/14/15; Fax: (040) 23553214Contact person: Sri R. Ramprasad (Manager)SHARE TRANSFER SYSTEM:Transfer of securities in physical form is registered and, duly transferred share certificates are dispatched within time, provided the documents are in order.With respect to the shares in Demat mode, the procedure adopted is as per the provisions of Depositories Act, 1996.Distribution of shareholding as on 31st March, 2019:

Shareholdings of Nominal value of Number of shares held Shareholders Nos. Shareholders % Share Amount

(in Rs.)Share Amount

(%)Up to 500 6,747 94.80 51,88,960 17.29

501 - 1,000 190 2.67 14,45,830 4.82

1,001 - 2,000 100 1.41 14,40,560 4.80

2,001 - 3,000 23 0.32 5,79,260 1.933,001 - 4,000 13 0.18 4,74,070 1.584,001 - 5,000 8 0.11 3,76,500 1.255,001 - 10,000 19 0.27 14,24,550 4.7510,001 & above 17 0.24 1,90,89,270 63.58

Total 7,117 100.00 3,00,19,000 100.00Shareholding pattern as on 31st March, 2019:

Category No. of shares % of total capitalPromoter and Promoter group 15,13,891 50.43Public:Institutions Nil NilNon-InstitutionsBodies Corporate 43,949 1.46Individuals 13,18,106 43.91OthersNRIs 1,14,590 3.82Clearing Member 11,364 0.38Total 30,01,900 100.00

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Dematerialisation of shares:Shares dematerialised as on 31st March, 2019 were as under:

Depositories No. of shares % of total capital

NSDL 23,84,070 79.42

CDSL 5,34,688 17.81

Total 29,18,758 97.23

PLANT LOCATIONS:Lead: NFD-I: Survey No. 556, Panthangi (Village), Choutuppal (Mandal), Yadadri (District), Telangana – 508 252. NFD-II: Plot No. 38 & 40, APIIC Industrial Park, Gajulamandyam (Village), Renigunta (Mandal), Tirupati, Chittoor (District), Andhra Pradesh – 517 520.

Wind Farm: Ramagiri (P.O.), Dharmavaram (Mandal), Anantapur (District), Andhra Pradesh – 515 672

ADDRESS FOR COMMUNICATION:(Corporate Office) Nile Limited, Plot No.24A/A, MLA Colony, Road No.12, Banjara Hills, Hyderabad – 500034. E-mail: [email protected] Phone: 040-23606641/42/43 Fax: 040-23606640


Sd/-V. Ramesh

Place: Hyderabad Chairman and Managing DirectorDate: 14-08-2019 DIN: 00296642


35

Declaration of Code of Conduct

This is to confirm that the Board has laid down a Code of Conduct for all Board members and senior management personnel ofthe Company. The Code of Conduct has also been posted on the website of the Company (www.nilelimited.com). It is further confirmed that all Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended on 31st March, 2019, as envisaged in the SEBI (LODR) Regulations, 2015.

For and behalf of the Board

Sd/-V. Ramesh


Auditors’ certificate on Corporate GovernanceToThe Members of Nile Limited

We have examined the compliance of conditions of Corporate Governance by NILE LIMITED (“the Company”) for the year ended on 31st March, 2019, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to review of the procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Regulations, as applicable.

We state that no investor grievances are pending for a period exceeding one month against the Company as on March 31, 2019 as per the records maintained by the Stakeholders Relationship Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Gokhale & CoChartered Accountants

Firm Regn No.000942S

Sd/-Padam Kumar Kaliya

Place : Hyderabad PartnerDate : 14-08-2019 Membership No. 243378

36

ToThe MembersNILE LIMITED CIN: L27029AP1984PLC004719Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal,Tirupati, Andhra Pradesh - 517520

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. NILE LIMITED (hereinafter called the Company), vide its CIN: L27029AP1984PLC004719. Secretarial Audit was conducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliance and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of;

1. The Companies Act, 2013 (the Act) and the rules made there-under;

2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there-under;

3. The Depositories Act, 1996 and the Regulations and Bye-law framed there-under;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992 (‘SEBI Act’);

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 09 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable as the Company has not issued any securities;

(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines , 1999; Not applicable as the Company has not issued any ESOP of securities;

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;- Not applicable as the Company has not issued any debt securities;

(g) The Securities and Exchange Board of India (Registration to an Issue and Share Transfers Agents) Regulations, 1993;- Not applicable as the Company is not registered as registrar to issue and share transfer agent during the financial year under review;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;- Not applicable as the Company has not delisted/ propose to delist from any stock exchange during the financial year under review;

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;- Not applicable as the Company has not bought back/ propose to buy back any of its securities during the financial year under review;

6. Other Laws applicable to the Company ;

i. Industrial Disputes Act, 1947

ii. The Payment of Wages Act, 1936

iii. The Minimum Wages Act, 1948

iv. Employee State Insurance Act, 1948

v. The Employee Provident Fund and Miscellaneous Provisions Act, 1952


37

vi. The Payment of Bonus Act, 1965

vii. The Payment of Gratuity Act, 1972

viii. The Contract Labour( Regulation and Abolition) Act, 1970

ix. Competition Act, 2002

x. The Income Tax Act, 1961

xi. Shops and Establishments Act, 1948

xii. Legal Metrology Act, 2009

xiii. The Customs Act, 1962

xiv. AP/Telangana Tax on Professions, Trades, Callings and Employments Act, 1987

xv. CGST Act, IGST Act, APSGST Act, TSGST Act.

xvi. Environmental Acts

We have also examined compliance with the applicable clause of the Listing Agreements entered into by the Company with BSE Ltd., Mumbai.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

All decision at Board Meetings and Committee Meetings are carried unanimously as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Sd/-V.MOHAN RAO

Place : Hyderabad COMPANY SECRETARYDate :14-08-2019 FCS NO.6967; CP NO.5559

Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report.

ToThe MembersNILE LIMITEDPlot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal,Tirupati, Andhra Pradesh - 517520

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-V. MOHAN RAO

Place : Hyderabad COMPANY SECRETARYDate :14-08-2019 FCS NO.6967; CP NO.5559

“ANNEXURE A”

38

INDEPENDENT AUDITOR’S REPORTToThe MembersNILE LIMITEDHyderabad.

Report on the Standalone IND-AS Financial Statements

Opinion

We have audited the accompanying standalone IND-AS financial statements of Nile Limited, which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid IND-AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2019, and its profit and loss statement including statement of Other comprehensive Income, its cash flows and the statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor’s Response

1 Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances.Revenue from sale of goods is recognized when significant risks and rewards in respect of ownership of products are transferred to customers. Revenue from domestic sale of products is recognized on dispatch of products. Revenue from export sales is recognized on shipment of products. Revenue from products is stated exclusive of Goods and Service Tax (GST), returns and applicable trade discounts and allowances.Revenue from services is recognized as per the terms of contract with customers when the related services are performed or the agreed milestones are achieved. Revenue from sale of Wind Power is recognized as per terms of PPA on supply of power.

We have performed the following audit procedures in relation to revenue recognition: Assessing the appropriateness of the company’s revenue recognition policies in line with IND AS 115 – “Revenue from contracts with customers”Understanding the Revenue recognition policy, evaluating the design and implementation of company’s control in respect of revenue recognition.Testing the supporting documentation for sales transactions recorded during the period closer to the year end and subsequent to the year end, including examination of credit notes issued after the year end to determine whether revenue was recognised in the correct period.Testing the effectiveness of such controls over revenue cut off at year-end.

2 Provision , Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes to accounts. Contingent Assets are neither recognized nor disclosed in the financial statements.

We have reviewed the contingent liabilities and provisions as on 31.03.2019 and validated the correctness of the reporting policy applied by the management as per the relevant accounting standards as notified.


39

3 Employee Benefits as per IND AS -19 The company has classified various benefits to employees into Defined Contribution Plan and Defined Benefit Plan.Defined Contribution Plan consists of contribution to Providend Fund. Defined Benefit Plan consists of Gratuity and Leave Encashment.As per the IND-AS 19 we have transferred the Actuarial Gain/Loss on Defined Obligation to Other Comprehensive Income which shall not be reclassified to Profit and Loss Statement as per the Actuarial Valuation Report.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone IND-AS financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, cash flows and the statement of changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND-AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the companies (Indian Accounting Standards)Rules,2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the IND-AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our responsibility is to express an opinion on these IND-AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone IND-AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the IND-AS financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the IND-AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the IND-AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the IND-AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the IND-AS financial statements.

40

Annexure-A to the Auditor’s Report dated May 14, 2019 issued to the Members of Nile Limited

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order 2016 (‘ the order ‘), issued by the Central Government of India in terms of Subsection 11 of Section 143 of the Companies Act, 2013, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the order to the extent applicable.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

(c) The Balance Sheet, the Statement of Profit and Loss including the statement of Other Comprehensive income, the Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid IND-AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed impact of pending litigation in Notes on IND-AS Financial Statements under ‘contingent liabilities and commitments to the extent not provided for’.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company


FRN: 000942S


Place: Hyderabad PartnerDate: 14.05.2019 Membership No. 243378

As required by the Companies ( Auditor’s Report ) Order, 2016 issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Companies Act, 2013 (18 of 2013 ) and on the basis of such checks, as we considered appropriate, we further report that:

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management according to a phased programme designed to cover all assets on rotation basis. In respect of assets verified according to this programme, which is reasonable, no material discrepancies were noticed.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of the immovable property are held in the name of the company.

(ii) The inventory has been physically verified by the management at reasonable intervals and in our opinion,

the frequency of verification is reasonable. No material discrepancies were noticed in physical verification between the physical stocks and the book stocks

(iii) The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, our comments on sub-clause (a), (b) and (c) of clause (iii) of paragraph 3 of the order are Nil.

(iv) The company has not given any loans, guarantees or security to which provisions of section 185 and 186 of the Companies Act, 2013 are applicable.

(v) In our opinion and according to the information and explanation given to us, with regard to the deposits accepted, the company has complied with the directives issued by the Reserve Bank of India, and the provisions of sections 73 to 76 and other relevant provisions of the Companies Act, 2013 and the rules framed thereunder. No order has been passed by the Company law board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against this


41

tax, service tax, Goods and service Tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities and there are no such amounts outstanding due for a period of more than six months as at the Balance Sheet date.

(b) According to the information and explanations given to us, following are the details of statutory dues which have not been deposited on account of disputes. Apart from this there are no other disputed dues of income tax or duty of customs or duties of excise pending payment :

Company in any matter relating to the deposits accepted by the company.

(vi) As per the information and explanation furnished to us, maintenance of Cost records has been specified by the Central Government U/s. 148(1) of the Act for this Company and we are of the opinion that, the prescribed accounts and records have been made and maintained by the Company. However, we have not conducted any audit of the same.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of records of the company, amounts deducted or accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-

Name of the

statute

Nature of dues

Amount (Rs in lakhs)

Period to which the amount

relates Forum where dispute is pending Remarks

APVAT Act, 2005

Penalty under APVAT

1.38 June 2014 to March 2015

The Appellate Deputy Commissioner (CT), Tirupati

An amount of Rs 0.52 lakhs has been paid under protest

APVAT Act, 2005

APVAT 16.48 April 2015 to June 2017

Company is preparing for filing of appeal before the Appellate Deputy Commissioner (CT), Tirupati

Order passed by Asst Comm Chitoor in AAO no 148991 dated 02/03/2019 there is an excess payment of tax of Rs 2,00,960 for the same period.

(viii) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings from financial institutions, bank and Government. The Company has not issued debentures.

(ix) During the year no money was raised by way of initial public offer or further public offer (including debt instruments) by the company.

(x) On the basis of information and explanations give to us no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records of the company, the company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us, the company is not a Nidhi company. Accordingly paragraph 3 (xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of records of the company transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such

transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment / private placement of shares/fully or partly convertible debentures during the year under review. Hence, compliance to the provision of section 42 of Companies Act, 2013 is not applicable.

(xv) According to the information and explanations given to us and based on our examination of records, the company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly paragraph 3 (xv) of the Order is not applicable. Hence, compliance to the provision of section 192 of Companies Act, 2013 is not applicable.

(xvi) According to the information and explanations given to us and based on our audit, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.


FRN: 000942S

sd/-Padam Kumar Kaliya

Place : Hyderabad PartnerDate : 14-05-2019 Membership No 243378

42

Annexure - B to the Auditors’ ReportReport on the Internal Financial Controls over Financial Reporting in terms of

Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).

We have audited the Internal Financial Controls over financial reporting of Nile Limited (‘the Company’) as of March 31, 2019 in conjunction with our audit of the IND-AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining Internal Financial Controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of Internal Financial Control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Gokhale & CoChartered AccountantsFirm Regn. No 000942S


Place: Hyderabad PartnerDate: 14.05.2019 Membership No 243378


43

As per our report of even date. For and on behalf of the Board of DirectorsFor Gokhale & CoChartered Accountants(Firm Regn. No.000942S) Sd/- Sd/- Sd/-Padam Kumar Kaliya V. Ramesh Sandeep RameshPartner Chairman and Managing Director Executive DirectorMembership No : 243378 DIN:00296642 DIN: 02692185 Sd/- Sd/- B.Seshagiri Rao Bikram Keshari PrustyPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 14-05-2019 PAN: AFLPB9195H FCS: 7855

Balance Sheet as at 31st March, 2019(Rs. In Lakhs)

Particulars Note No.

As at 31/03/2019

As at 31/03/2018

(1) ASSETS Non-current assets (a) Property, Plant and Equipment 2 3,105.19 3,395.06 (b) Capital work-in-progress 81.92 1.03 (c) Financial Assets (i) Loans & Deposits 4 127.06 142.73

3,314.17 3,538.82 (2) Current assets (a) Inventories 5 8,712.97 5,998.00 (b) Financial Assets (i) Investments 3 2.04 0.00 (ii) Trade receivables 6 5,609.65 9,245.59 (iii) Cash and cash equivalents 7 10.46 74.58 (iv) Other Financial Assets 8 17.06 111.56 (c) Other Current assets 9 1,115.33 480.61

15,467.51 15,910.34 Total Assets 18,781.68 19,449.16 (II) EQUITY AND LIABILITIES (1) Equity (a) Equity Share capital 10 300.19 300.19 (b) Other Equity 11 12,858.12 11,745.43

13,158.31 12,045.62 (2) LIABILITIES (i) Non-current liabilities (a) Financial Liabilities (i) Loans & Deposits 12 241.05 269.27 (b) Non- Current Provisions 13 20.31 12.04 (c) Deferred tax liabilities (Net) 14 243.17 284.00

504.53 565.31 (ii) Current liabilities (a) Financial Liabilities (i) Borrowings 15 1,446.37 1,480.12 (ii) Trade payables 16 214.26 456.70 (iii) Other Financial Liabilities 17 3,278.29 4,401.77 (b) Other Current Liabilities 18 173.67 481.56 (c) Current Provisions 19 6.25 18.08

5,118.84 6,838.23 Total Equity and Liabilities 18,781.68 19,449.16 Significant Accounting Policies 1The accompanying notes are an integral part of the financial statements

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Statement of Profit and Loss for the year ended 31st March, 2019(Rs. In Lakhs)

Particulars Note No.

Year ended 31st March, 2019


Rs. Rs.I. Income (1) Revenue from operations 20 57,083.46 65,021.71 Less: Excise duty 0.00 1,709.70

57,083.46 63,312.01 (2) Other income 21 57.12 110.60 Total Income (I) 57,140.58 63,422.61 II. Expenses (a) Cost of materials consumed 22 49,531.70 53,311.89 (b) Changes in inventories of finished goods and work-in-progress 23 (1,866.50) 17.71 (c) Employee benefits expense 24 736.14 803.45 (d) Other Expenses 25 5,968.94 4,612.24 Total Expenses (II) 54,370.28 58,745.29 III. Earnings before Interest, Tax, Depreciation and Amortisation

expenses (I-II)2,770.30 4,677.32

Depreciation and amortisation expense 2 385.11 387.94 Finance Costs 26 451.32 740.71 IV. Interest, Depreciation and Amortisation Cost 836.43 1,128.65 V. Profit before Tax (III-IV) 1,933.87 3,548.67 VI. Tax Expenses (a) Current tax 734.17 1,271.12 (b) Prior period tax -0.00 0.61 (c) Deferred tax (51.34) (27.78) Total Tax 682.83 1,243.95 VII. Profit After Tax (V-VI) 1,251.04 2,304.72 VIII. Other Comprehensive Income (a) (i) Items that will not be reclassified to profit or loss (30.08) (14.30) (ii) Income tax relating to items that will not be reclassified to

profit or loss10.51 4.95

(b) (i) Items that will be reclassified to profit or loss - - (ii) Income tax relating to items that will be reclassified to profit or

loss- -

IX. Total Comprehensive Income for the period (VII+VIII) 1,210.45 2,285.47 (a) Basic and diluted: - Continuing operations (Rs.) 27.06/- 17.35/- - Discontinuing operations (Rs.) - 4/- Earnings per equity share of Rs.10/- each – Basic & Diluted 40.32 76.13 Significant accounting policies & Notes to the financial statements 01-26

As per our report of even date. For and on behalf of the Board of DirectorsFor Gokhale & CoChartered Accountants(Firm Regn. No.000942S) Sd/- Sd/- Sd/-Padam Kumar Kaliya V. Ramesh Sandeep RameshPartner Chairman and Managing Director Executive DirectorMembership No : 243378 DIN:00296642 DIN: 02692185 Sd/- Sd/- B.Seshagiri Rao Bikram Keshari PrustyPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 14-05-2019 PAN: AFLPB9195H FCS: 7855


45

Cash Flow Statement for the year ended March 31, 2019 (Rs. In lakhs)

Particulars Year Ended March 31, 2019

Year Ended March 31, 2018

Rs. Rs. A. Cash Flow From Operating Activities :

Profit before tax 1,903.76 3,534.25

Add: Adjustments for

a. Depreciation 385.11 387.94

b. Loss on Sale and discarded / demolition of Assets 2.68 0.13

c. Interest 421.57 714.35

Operating profit before working capital changes 2,713.12 4,636.65

Add/(Less): Adjustments for Working capital changes

a. Decrease/(Increase) in Long term loans and deposits 15.67 10.85

b. Decrease/(Increase) in Other current Assets -659.92 843.80

c. Decrease/(Increase) in Other Financial Assets 94.50 -98.99

d. Decrease/(Increase) in Trade receivables 3,635.94 -6,310.35

e. Decrease/(Increase) in Inventories -2,714.97 -758.30

f. (Decrease)/Increase in Trade payables -242.43 224.71

g. (Decrease)/Increase in Other Financial Liabilities -1,431.37 4,418.96

h. (Decrease)/Increase in Non- Current Provisions 8.27 1.28

i. (Decrease)/Increase in Current provisions 3.06 -287.42

Cash generated from operations 1,421.88 2,681.19

Cash flow before Extraordinary items 1,421.88 2,681.19

Extraordinary items 0.00 0.00

Cash flow before Prior period adjustments 1,421.88 2,681.19

Prior period adjustments 0.00 -0.61

Tax paid -723.83 -1,754.03

Net cash flow from operating activities 698.06 926.55

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Cash Flow Statement for the year ended March 31, 2019 (Rs. In lakhs)

Particulars Year Ended March 31, 2019

Year Ended March 31, 2018

Rs. Rs. B. Cash Flow From Investing Activities :

a. Purchase of Tangible fixed assets -190.21 -179.06

b. Proceeds from sale of assets 11.41 40.49

c. Purchase of Mutual Fund -2.04 0.00

Net cash used in investing activities -180.85 -138.57

C. Cash Flow From Financing Activities :

a. Changes in short-term borrowings from Banks -33.75 -47.05

b. Deposits received during the year 0.00 75.00

c. Repayment of deposits 0.00 -500.00

d. Repayment of sales tax deferrement -53.61 -26.03

e. Interest paid -421.57 -714.35

f. Dividend paid -60.03 -150.10

g. Dividend paid -12.34 -30.56

Net cash used in financing activities -581.30 -1,393.07

Net (decrease)/increase in cash and cash equivalents -64.10 -605.09

Opening cash and cash equivalents 74.58 679.67

Closing cash and cash equivalents 10.48 74.58

The above cash flow statement has been prepared using indirect method, in accordance with AS-7,Cash flow statements.

Previous year figures have been restated wherever necessary to conform to this year’s classification.

As per our report of even date attached. For and on behalf of the Board of DirectorsFor Gokhale & CoChartered Accountants(Firm Regn. No.000942S) Sd/- Sd/- Sd/-Padam Kumar Kaliya V. Ramesh Sandeep RameshPartner Chairman and Managing Director Executive DirectorMembership No 243378 DIN:00296642 DIN: 02692185

Sd/- Sd/- B.Seshagiri Rao Bikram Keshari PrustyPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 14-05-2019 PAN: AFLPB9195H FCS: 7855


47

Corporate Information

Nile Limited (the company) is a public company domiciled in India and is incorporated under the provision of Companies Act, 1956. Its shares are listed on Bombay Stock Exchange in India. The registered office of the company is located at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati, Chittoor Dist, AP- 517520 India. The company is primarily engaged in the manufacture of Pure Lead for battery consumption.

These separate financial statements were authorized for issue in accordance with a resolution of the Directors on 14th May, 2019.

Basis of Preparation of Financial Statements:

For all periods up to and including the year ended March 31, 2018, the Company prepared its Financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013. These Financial statements for the year ended March 31, 2019 have been prepared in accordance with Indian Accounting Standards (“Ind-AS”) consequent to the notification of The Companies (Indian Accounting Standards) Rules, 2015 (the Rules) issued by the MCA. The Financial statements have been prepared on historical cost basis except for certain financial Instruments that are measured at Fair Value at the end of each reporting period as explained in the policies set out below.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

Operating Cycle:

All assets have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III of the Act and Ind AS 1 – Presentation of Financial Statements, based on the nature of the products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents.

Significant Accounting Policies :

a. Property, Plant and Equipment:

Property, Plant and Equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Cost comprises of purchase price inclusive of taxes, commissioning expenses, etc. upto the date the asset is ready for its intended use. Fixed assets which were revalued are carried at revalued figures. Expenditure directly related to expansion projects has

48

value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in a prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

S.no Particulars CurrentYear

Previousyear

Rs. Rs.(a) Amount of impairment

losses recognized in the Statement of Profit & Loss.

-Nil- -Nil-

(b) Amount of reversal of impairment losses recognized in the Statement of Profit & Loss.

-Nil- -Nil-

(c) Amount of impairment losses recognized directly against revaluation surplus

-Nil- -Nil-

(d) Amount of reversals of impairment losses recognized directly in revaluation surplus

-Nil- -Nil-

d. Employee Benefits:

Retirement benefits to employees comprise of payments under Defined Contribution Plans like Provident Fund and payments under Defined Benefit Schemes like Gratuity and Leave encashment.

Payments under defined contribution plans are charged to revenue on accrual. The liability in respect of defined benefit schemes is arrived based on actuarial valuation made at the end of the year by using projected unit credit method.

Short-term employee benefits such as wages, salaries and short-term compensated absences like bonus and other non-monetary benefits are provided for as per Company’s Rules on best estimate basis.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur.

Re-measurements are not reclassified to profit or loss in subsequent periods.

e. Valuation of Inventories:

Inventories are valued at the lower of cost and net realizable value. Net realizable value represents the estimated selling price in the Ordinary course of business less estimated cost of completion and estimated cost necessary to make the sale.

Cost is arrived at by using weighted average method and includes all costs of purchases, conversion and other costs incurred in bringing the inventories to their present location and condition.

f. Investments:

Investments intended to be held for more than one year are treated as long term and others as short-term. Short-term investments are carried at the lower of cost or quoted / fair value, computed category wise and long term investments are stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. As there are no investments made by the company in any subsidiary or equity instruments, provisions of IND-AS 27 are not applied. The company has made an investment in Mutual Fund which is measured at Fair Value and recognized through Profit and Loss Statement (FVTPL) as per IND AS- 109 – refer note 3 of financial statements.

g. Prior period expenses / Income:

The Company follows the practice of making adjustments through “expenses/income under/over provided” in previous years in respect of material transactions pertaining to that period prior to the current accounting year.

h. Government grants:

Government grants available to the company are recognized when there is a reasonable assurance that the conditions attached to the grant will be complied with and reasonably certain that grants will be received.

i. Tax Expense:

Deferred tax resulting from “Timing Difference” between book and taxable profit is accounted for using the tax rates and laws that are enacted or substantively enacted as on the Balance Sheet date. Deferred tax asset is recognized and carried forward only to the extent that there is a reasonable certainty that the asset will be realized in future.

Provision is made for tax on Income as per the applicable provisions of Income Tax Act, 1961.

For items recognized in OCI or equity, deferred / current tax is also recognized in OCI or equity.

j. Foreign Exchange Transactions:

Transactions denominated in foreign currency are accounted for initially at the exchange rate prevailing on the date of transaction. Foreign Currency monetary Assets and Liabilities are translated at year end exchange rates. Fluctuations, if any, due to change in exchange rates between the dates of transactions and the dates of crystallization are debited / credited to Statement of Profit & Loss.

k. Derivative instruments and hedge accounting

The company’s activities expose primarily to the financial risks of changes in commodity prices in Lead, on International Commodity Exchanges. The company uses Futures/Options contracts to hedge these risks. The company does not use derivative financial instruments for trading or speculative purposes. The use of financial derivatives is governed by the company’s policies


49

approved by the board of directors, which provide written principles on the use of financial derivatives. The gains or losses on hedging activities are recognized in Statement of Profit and Loss.

l. Revenue Recognition

Revenue from sale of goods is recognized when significant risks and rewards in respect of ownership of products are transferred to customers. Revenue from domestic sale of products is recognized on dispatch of products. Revenue from export sales is recognized on shipment of products. Revenue from products is stated exclusive of Goods and Service Tax (GST), returns and applicable trade discounts and allowances.

Revenue from services is recognized as per the terms of contract with customers when the related services are performed or the agreed milestones are achieved.

Revenue from sale of Wind Power is recognized as per terms of PPA on supply of power.

Interest income on general deposits with Bank and others is recognized on time proportion basis.

IND-AS 115 “Revenue from contracts with Customers” has been effective from 1st April, 2018 – the company has evaluated the norms as per IND-AS 115 and there are no material impact on the revenue of the company. The obligation of performance is at the point of time as there is no customised production in the company, the revenue is recognised based on “Delivery” i.e when the control of goods or services is with the customer.

m. Financial instruments, Financial assets & Financial liabilities

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the relevant instrument and are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities measured at fair value through profit or loss) are added to or deducted from the fair value on initial recognition of financial assets or financial liabilities. Transaction costs directly attributable to the acquisition of financial asset or financial liabilities at fair value through profit or loss are recognized immediately in the Statement of Profit and Loss.

Purchase or sale of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trade) are recognized on the trade date i.e. the date when the Company commits to purchase or sell the asset.

The classification of financial instruments depends on the objective of the Company’s business model for which it is held and on the substance of the contractual terms / arrangements. Management determines the classification of its financial instruments at initial recognition.

(i) Financial assets

Recognition: Financial assets include Investments, Trade receivables, Advances, Security Deposits, Cash and cash equivalents. Such assets are initially recognized at transaction price when the Company becomes party to contractual obligations. The transaction price includes transaction costs unless the asset is being fair valued through the Statement of Profit and Loss.

Classification:

Financial assets are classified as those measured at

(a) amortised cost, where the financial assets are held within a business model solely for collection of cash flows arising from payments of principal and/ or interest as per contractual terms. Such assets are subsequently measured at amortised cost using the effective interest method, less any impairment loss.

(b) fair value through other comprehensive income (FVTOCI), where the financial assets are held not only for collection of cash flows arising from payments of principal and interest but also from the sale of such assets. Such assets are subsequently measured at fair value, with unrealised gains and losses arising from changes in the fair value being recognized in other comprehensive income.

(c) fair value through profit or loss (FVTPL), where the assets are managed in accordance with an approved investment strategy that triggers purchase and sale decisions based on the fair value of such assets. Such assets are subsequently measured at fair value, with unrealised gains and losses arising from changes in the fair value being recognized in the Statement of Profit and Loss in the period in which they arise.

FVTPL is a residual category for financial assets. Any financial asset which does not meet the criteria for categorization as at amortised cost or as FVTOCI, is classified as FVTPL.

“Investment in Mutual Fund is classified for measurement at fair value through profit or loss. Actual cost of Investments is Rs 2.00 Lakhs and the FMV as on 31.03.2019 is Rs 2.04 the difference of Unrealised gain in recognized in Profit or Loss Statement under Other Income.”

(ii) Financial liabilities

Borrowings, trade payables and other financial liabilities are initially recognized at the value of the respective contractual obligations. They are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

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Financial liabilities are derecognized when the liability is extinguished, that is, when the contractual obligation is discharged, cancelled and on expiry. The difference between the carrying amount of the financial liabilities derecognized and the consideration paid and payable is recognized in the Statement of Profit and Loss.

n. Borrowing Costs:

Borrowing costs attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

o. Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes to accounts. Contingent Assets are neither recognized nor disclosed in the financial statements.

p. Earnings per Share:

The basic Earnings Per Share (“EPS”) is computed by dividing the net profit after tax for the year by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net profit after tax and after OCI for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

q. Dividend :

Under Indian GAAP, proposed final dividend including Dividend Distribution Taxes (DDT) are recognized as a liability in the period to which they relate, irrespective of when they are approved. Under Ind AS, such dividend is recognized as a liability when approved by shareholders.

In the Current year (FY 2018-19), the company has declared an Interim dividend of Rs 2.00 per share (20% being FV Rs 10/-) in the board meeting held on 10th November,2018 being record date 20th November,2018 and recommended a final dividend of Re 1.00 per share (10% being FV Rs 10/-) for the FY 2018-19 on the board meeting held on 14th May,2019. The final dividend will be paid after the approval of shareholders in the Annual General Meeting and hence as per the Ind-AS, liability will be created only after the approval of shareholders.

Reclassification and Other Miscellaneous items:

The Company has done the following reclassifications as per the requirements of Ind-AS:

i) Re-Measurement gain/loss on defined benefit plans are re-classified from Statement of Profit and Loss to OCI.

ii) Excise Duty on sale of goods earlier netted off with the sales has been disclosed as a separate item under Sales.

Other Comprehensive Income :

Ind AS requires preparation of Statement of Other Comprehensive Income in addition to Statement of Profit and loss.

IND-AS 101 exemptions applied:

The company has adopted following exemptions from retrospective application of certain requirements under IND-AS 101 – First time adoption of Indian Accounting Standards:

l The company has elected to continue with carrying value as recognized in its Indian GAAP Financial statements of Property, Plant and Equipment as deemed cost at transition date, viz, 1st April, 2016 in accordance with Ind-AS 101- First time adoption of Indian Accounting Standards.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements requires management to make judgements, estimates and assumptions, as described below, that affect the reported amounts and the disclosures. The Company based its assumptions and estimates on parameters available when the financial statements were prepared and reviewed at each Balance Sheet date. Uncertainty about these assumptions and estimates could result in outcomes that may require a material adjustment to the reported amounts and disclosures.

I. Employee Benefits (Ind AS-19):

The company has classified various benefits to employees as under:

A) Defined Contribution Plans:

i) Provident Fund:

Provident fund is operated through the Regional Provident Fund Authority under the scheme. The company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. This fund is recognized by Income tax authorities. The company has recognized the following amounts in the Statement of Profit and Loss for the year:

Rs. (In lakhs)

Sl. No. Particulars 2018-19

Rs.2017-18

Rs.a) Contribution to

provident fund43.02 37.16

B) Defined Benefit Plan

i) Gratuity

ii) Leave Encashment

Leave encashment is payable to eligible employees who have earned leaves during the employment and / or on superannuation as per the Company’s policy.


51

Actuarial Valuation in respect of Gratuity and Leave Encashment has been carried out by an independent actuary as at the Balance Sheet date and the details are as under:

Sl.No. Particulars

Gratuity Leave EncashmentCurrent

YearPrevious

YearCurrent

YearPrevious

Yeari) Discount Rate 7.65% 8.00% 7.65% 8.00%

Salary Escalation 5.00% 4.00% 5.00% 4.00%Rate of return on Plan assets 7.65% 7.25% 0% 0%Expected average remaining working lives of employees 14 years 14 years 14 years 14 years

ii) Changes in present value of obligation Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs Rs. in LakhsPresent value of obligations as at beginning of year 111.65 90.9 15.23 11.61Interest cost 8.70 7.26 0.9 0.71Current Service Cost 9.22 6.72 4.25 1.11Past Service Cost -- -- -- --Benefits Paid -5.90 -0.36 -7.90 -5.37Actuarial (gain)/loss on obligations 15.99 7.13 14.08 7.17Present value of obligations as at end of year 139.67 111.65 26.57 15.23

iii) Changes in fair value of plan assetsFair value of plan assets at beginning of year 160.27 149.45 -- --Adjustment to Opening Balance 0.12 -Expected return on plan assets 12.23 11.94 -- --Contributions 4.64 0.36 -- --Benefits Paid -5.90 -0.36 -7.90 -5.37Actuarial gain/(loss) on Plan assets 0.53 -1.12 -- --Fair value of plan assets at the end of year 171.90 160.27 -- --

iv) Reconciliation of present value of defined obligations and Fair value of plan assets

Closing balance of present value of obligation 139.67

111.65 26.57 15.23

Closing balance of fair value of plan assets 171.90 160.27 -- --Funded (asset) /liability recognized in the Balance Sheet -32.23 -48.62 -- --Unfunded liability recognized in the Balance Sheet -- -- 26.57 15.23

v) Actuarial Gain/Loss recognizedActuarial (gain)/loss on obligations 15.99 7.13 14.08 7.17Actuarial (gain)/loss for the year - plan assets 0.53 -1.12 -- --Actuarial (gain)/loss recognized in the year 15.99 7.13 14.08 7.17

vi) Amounts recognized in the Balance SheetPresent value of obligations as at the end of year 139.67 111.65 26.57 15.23Fair value of plan assets as at the end of the year 171.90 160.27 -- --Funded status 32.23 48.62 -26.57 -15.23Unrecognized actuarial (gains)/losses -- -- -- --Net asset/(liability) recognized in balance sheet 32.23 48.62 -26.57 -15.23

vii) Expenses Recognized in the Statement of Profit & LossCurrent Service cost 9.22 6.72 4.25 1.11Interest Cost 8.70 7.26 0.9 0.71Expected return on plan assets -12.23 -11.94 -- --Net Actuarial (gain)/ loss recognized in the year 15.46 8.25 14.08 7.17Past Service Cost -- -- -- --Gratuity Directly paid by company 0.08 - - -Expenses recognized in statement of Profit and loss 21.08 10.29 19.23 8.99

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Segment Reporting – (Ind AS-108):

For management purposes, the Company is organized into two operating divisions – Lead and Wind energy. Lead Division produces Lead and Lead alloys and the Windmills generate electrical energy. However, for the purpose of segment reporting as per IND-AS 108, Segment Reporting, since Wind energy division is not meeting the criteria laid down in the Standard as a reportable segment, the same is not considered as a reportable segment. Hence, the operations are reported under one segment only.

The company primarily operates in India and therefore the analysis of Geographical segment is demarcated into its Indian and

overseas operations as under:

Particulars For FY 2018-19 For FY 2017-18Revenue (Net Sales): (in Rupees) (in Rupees)

India 56720.44 63084.92

Overseas 363.02 227.09

Related party disclosures (Ind AS-24):

(a) Name of the Related party and Relationship:

(1) Key Management Personnel:

(i) Sri V. Ramesh, Chairman and Managing Director

(ii) Sri. Sandeep Vuyyuru Ramesh, Executive Director

(iii) Sri. Bikram Keshari Prusty, Company Secretary

(iv) Sri. B Seshagiri Rao, Chief Financial Officer

(2) Related parties:

Smt V. Rajeswari, Director (relative of CMD & Executive Director)

(3) Others (companies in which some of the Directors are interested):

(i) Trigeo Technologies Pvt Ltd.

(ii) GSR Advisory Services Pvt Ltd

(b) Particulars of transactions with related parties:(Rs. in Lakhs)


53

(Rs. in Lakhs)

Particulars Current year(Rs.)

Previous year(Rs.)

i) Obligation on Non-cancellable operating leases: a)not later than one year 28.95 28.95b)later than one year and not later than five years 51.56 80.47c)later than five years Nil Nil

ii) Total of minimum sub-lease payments expected Nil Niliii) Lease payments recognized in the statement of Profit & Loss for the

Period28.95 29.1

iv) Sub lease payments received or receivable recognized in the statement of P&L during the period

Nil Nil

v) General description of significant leasing arrangementsa) Description of the assets taken on operating lease Liquid Oxygen Storage Equipment & Oxyfuel

Burner Systemb) Basis on which contingent rent payments are determined

As per the terms of

the lease agreementAs per the terms of

the lease agreementc) Terms of renewal or purchase options and escalation clauses of

lease arrangementsAs per the terms of

the lease agreementAs per the terms of

the lease agreementd) Restrictions imposed by lease agreements, if any Nil Nil

IND-AS 116 “Leases” is effective from 1st April, 2019 as per the MCA notification dated 30th March, 2019. The Company has taken

certain equipment under non cancellable operating lease agreements for a period of 60 months. As per the IND-AS 116, the

company will prospectively ascertain the Financial Asset i.e “Right to Use” and Financial Liability at PV of pending repayments

to the Lessor in the Financial Statements. Depreciation on Financial Asset and Interest on Financial Liability will be recognised

through Profit and Loss Statement over the pending tenure of the Lease agreement.

Earnings Per Share (Ind AS – 33):

Particulars Current year Previous year

a) Net profit for the year (Rs. in Lakhs) 1210.45 2285.48

b) Weighted average no. of Equity shares outstanding during the year 30,01,900 30,01,900

c) Basic and diluted earnings per share (Rs. in Lakhs) 40.32 76.13

d) Nominal value of shares (fully paid up) (Rs. in Lakhs) 10/- 10/-

Contingent Liabilities and commitments :-

(to the extent not provided for)

(A) Contingent Liabilities:

(i) Claims against the company not acknowledged as debt:

a) Penalty proposed by the Asst. Commissioner (CT)-LTU, Chittoor Division in Show Cause Notice (Form VAT 203A) dated 2nd March, 2019 under APVAT Act, 2005 is Rs.0.8lakhs. Personal hearing in this matter took place on 29th March, 2019. Order not yet passed in this matter. In the previous year, penalty demanded under APVAT Act, 2005 (as per revised order) for the period from June, 2014 to March, 2015, against which appeal

was filed before The Appellate Deputy Commissioner (CT), Kurnool was Rs.1.38 lakhs. Amount paid under Protest against the demand is Rs. 0.52 lakhs towards pre-deposit of statutory amount before filing of the appeal.

(b) As per the order passed by the Asst. Commissioner (CT)-LTU, Chittoor Division, in AAO No.148991, dated 2nd March, 2019 there is an excess payment of Tax of Rs.2,01 lakhs for the tax period April, 2015 to June, 2017. In the previous year, the Sales tax demanded under APVAT Act, 2005 for the period from April, 2015 to June, 2017, by the Asst. Commissioner (CT)-LTU, Chittoor Division was Rs.16.48 lakhs .

54

(ii) Guarantees and letters of credit:

(a) Letters of Credit issued by Bankers – Rs. NIL/- (Previous year - Rs.45.72 lakhs) .

(b) Customers bills discounted with Banks backed by LC – Rs. NIL/-

(Previous year NIL)

(c) Customers bills discounted with Banks – Rs. 2810.66 lakhs (Previous Year Rs. 4378.75 lakhs)

(iii) Other money for which the company is contingently liable:

Amount claimed by a supplier, not accepted as liability – Rs.197.74 lakhs (Previous year Rs. 197.74 lakhs). The City Civil Court, Secunderabad, in their order dated 2nd June, 2016, directed the company to pay Rs.39.22 Lakhs plus interest @18% p.a. from the date of filing of the suit till the date of realisation.

The company preferred an appeal before the Hon’ble High Court at Hyderabad. The Hon’ble High Court on 31st October, 2016 gave an interim stay on the trial court’s order, and directed the company to deposit Rs.60 Lakhs to the credit of the suit. Accordingly, the Company deposited Rs.60 Lakhs to the credit of the suit. Based on legal opinion, no liability will arise to the Company in this regard.

(B) Commitments:

Estimated amount of works remaining to be executed on capital account, net of advances – Rs. NIL/- (Previous Year Rs. NIL)

Financial Risk Management Objectives and policies :

The Company’s financial liabilities comprise short-term borrowings and trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s financial assets include trade and other receivables, cash and cash equivalents and deposits.

The Company has a Risk Management Policy based on which risks are identified, measured and managed. The Board of Directors review these risks and related risk management policy.

The different kinds of risks the company exposed to and its mitigation is discussed as under:

I) Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: currency risk and commodity price risk.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s raw material purchase activity. Such foreign currency exposures are mostly hedged by the Company.

(ii) Commodity price risks

The Company is effected by the price volatility of lead in the open market. The company’s operating activity requires supply of lead on a continuous basis. Due to significant volatility in the lead price, the Company enters into purchase contract with vendors wherein the prices are linked to the quoted London Metal Exchange rates. Similarly, the Company’s selling price of lead to battery manufacturers are linked to such rates.

As the Company’s significant revenue is linked to cost of lead, the impact of change in lead prices on Company’s profit is not expected to be significant.

II) Credit risk :

Credit risk is the risk that the counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

Trade receivables

Impairment analysis is performed at each reporting date on an individual basis for all the large customers. In addition a number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.

The calculation is based on historical data of credit losses. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables disclosed in these financial statements as the Company does not hold collateral as security.

The Company has evaluated the concentration of risk with respect to trade receivables as low based on historical data.

Capital Management

The Company’s objective when managing capital (defined as net debt and equity) is to safeguard the Company’s ability to continue as a going concern in order to provide returns to shareholders and benefit for other stakeholders, while protecting and strengthening the Balance Sheet through the appropriate balance of debt and equity funding. The Company manages its capital structure and makes adjustments to it, in light of changes to economic conditions and strategic objectives of the Company.


55

Additional Information as required under Part II of Schedule III to the Companies Act, 2013 to the extent applicable to the company:

i) Details of imported & indigenous Raw Materials, Spare parts and components consumed and their percentage to total consumption.

(Rs. in Lakhs)Year ended with March, 2019 Year ended with March, 2018

(%) to total consumption

ValueRs.

(%) to total consumption

ValueRs.

(a) Raw Materials: Indigenous 78.49 38876.99 69.71 37163.14

Imported 21.51 10654.71 30.29 16148.75 TOTAL 100.00 49531.70 100.00 53311.89

(b) Spare parts & ComponentsIndigenous 98.56 2877.74 98.16 2058.29Imported 1.44 41.98 1.84 38.44

TOTAL 100.00 2919.72 100.00 2096.,73

(Rs. in Lakhs)Year ended with March, 2019(Rs.)

Year ended with March, 2018 (Rs.)

ii) Value of imports calculated on CIF Basis: - Raw materials 12516.76 16186.83 - Components & Spare parts 38.14 58.58 - Unrecoverable advance 0 52.02

TOTAL 12554.90 16297.43iii) Earnings in Foreign exchange: a) Export of goods on FOB basis-Lead 363.02 227.09iv) Expenditure in foreign currency on account of: - Traveling expenses 3.36 4.41 - Professional Charges 0.75 8.97 - Subscription charges 1.53 4.07 - Others/Delegate fee 4.95 4.16v) Amount remitted in Foreign currency on account of dividend - Amount of Dividend NIL 3.00 - Number of non-resident Shareholders (Nos) 1 - Number of Shares held by them (Nos) NIL 60000 - Year to which dividend related 2017-18

Interim Dividend / 2nd Interim

Dividend

Other Points :

(i) In the opinion of the board, the assets other than fixed assets and non–current investments, have a value on realization in the ordinary course of business of at least equal to the amount at which they are stated in the balance sheet. (ii) Previous year’s figures have been regrouped wherever necessary to confirm to the layout adopted in the current year.

As per our report of even date. For and on behalf of the Board of DirectorsFor Gokhale & CoChartered Accountants(Firm Regn. No.000942S) Sd/- Sd/- Sd/-Padam Kumar Kaliya V. Ramesh Sandeep RameshPartner Chairman and Managing Director Executive DirectorMembership No 243378 DIN:00296642 DIN: 02692185


56

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57

(Rs. In lakhs)

Particulars As at 31st March, 2019

As at 31st March, 2018

Investments Investments mandatorily measured at Fair Value through profit or Loss (FVTPL) (i) Quoted Investments in Mutual funds * 2.04 - (Reliance liquid Fund 44.782 units )

Total 2.04 -*Aggregate book value of quoted Investments - at cost 2.00 -*Aggregate Market value of quoted Investments 2.04 -

4) Financial Assets (Unsecured, considered good) (a) Security Deposits 94.83 94.11 (b) Gratuity fund 32.23 48.62Note: Due by Directors or other officers of the company or any of them either severally or

jointly with any other persons or due by firms / private companies in which any Direc-tor is a Partner or a Director or a Member - Nil-.

Total 127.06 142.73

5) Inventories(At lower of cost and net realisable value) (a) Raw materials 3,264.20 2,752.50 (b) Work-in-progress 1,395.39 1,098.97 (c) Finished goods - Lead 3,416.07 1,845.99 (d) Stores and spares 637.31 300.54

Total 8,712.97 5,998.00

6) Trade Receivables (Unsecured, considered good) (a) Outstanding for a period exceeding six months from the date they are due for

payment45.71 32.66

(b) Others 5,563.94 9,212.93

Note: Debts due by Directors or other officers of the company or any of them either sever-ally or jointly with any other persons or due by firms / private companies in which any Director is a Partner or a Director or a Member - Nil-.

Total 5,609.65 9,245.59

7) Cash and bank balances: (a) Cash and Cash equivalents: (i) Balance with Scheduled Banks in India in current accounts: 5.87 11.17 (ii) Chques on hand 0.00 1.00 (iii) Cash on hand 4.59 4.25 (b) In Deposit Accounts with Banks held as margin money or security against borrow-

ings,guarantees and other commitments with maturity of less than 90 days0.00 58.16

Total 10.46 74.58

Notes to financial statements Continued . . .

58

(Rs. In lakhs)

Particulars As at 31st March,2019

As at 31st March,2018

8) Other Financial assets (i) Interest accrued (but not due) on deposits with Banks and others 1.62 1.70 (ii) Hedging amount receiveble 5.41 98.69 (iii) Balance in Unclaimed dividend accounts with Banks 9.28 10.38 (iv) In Deposit Accounts with Banks held as margin money or security against

borrowings, guarantees and other commitments with maturity of more than 90 days but less than 12 months

0.75 0.79

Total 17.06 111.56

9) Other Current Assets : (Unsecured, considered good) Loans and advances to others: (i) for Purchases, Expenses & Services 96.68 382.91 (ii) to employees 2.78 3.12 (iii) Prepaid expenses 42.91 45.26 (iv) Balances with government departments 0.00 0.00

- CENVAT input credit 0.46 0.46 Income Tax Refund 25.22 0.00 GST & Sales tax paid 937.73 41.37 Vat paid under protest 9.55 7.49

Note: Due by Directors or other officers of the company or any of them either severally or jointly with any other persons or due by firms / private companies in which any Director is a Partner or a Director or a Member - Nil-.

Total 1,115.33 480.61

(10) Equity Share Capital (a) Authorised

50,00,000 Equity shares of Rs.10/- each 500.00 500.00 (Previous year : 50,00,000 Equity shares of Rs.10/- each)

(b) Issued, subscriped and fully paid-up 30,01,900 equity shares of Rs.10/- each fully paid-up 300.19 300.19 (Previous year : 30,01,900 equity shares of Rs.10/- each fully paid-up)

Total 300.19 300.19

(c) Reconciliation of number of shares outstanding at the beginning & at the end of the reporting period (Rs. In lakhs)

ParticularsAs at 31st March, 2019 As at 31st March, 2018

No. of shares Amount No. of shares AmountOutstanding at the beginning of the year 30.02 300.19 30.02 300.19 Add/(Less): Addition / (reduction) - - - -Outstanding at the end of the year 30.02 300.19 30.02 300.19

(d) The Company has only one class of shares i.e. equity shares with equal rights for dividend and repayment. Each holder of the shares is entitled to one vote per share.

(e) List of Shareholders holding more than 5% of shares:

Name of the Shareholder

As at 31st March, 2019 As at 31st March, 2018No. of shares

of Rs.10/- each fully paid-up

% to paid-up capital

No. of shares of Rs.10/- each fully paid-up

% to paid-up capital

(i) Vuyyuru Rajeswari 801,836 26.71 801,836 26.71(ii) Sandeep Vuyyuru Ramesh 406,928 13.56 406,928 13.56(iii) Ramesh Vuyyuru 289,208 9.63 289,208 9.63



59


(Rs. In lakhs)



11) Other Equity (a) Securities Premium Reserve -as in last year 1,092.88 1,092.88

(b) Revaluation ReserveOpening balance 16.34 16.34Closing balance 16.34 16.34

(c) General Reserve a) General Reserve 617.00 617.00 b) Defered Revenue 56.38 81.77

Total 673.38 698.77

(d) Other Reserves: Investment Subsidy (from Govt.) 75.00 75.00 (e) Surplus in Statement of Profit and Loss

Opening balance 9,862.44 7,757.61 Add: Profit for the year 1,210.45 2,285.47 Amount available for appropriations 11,072.89 10,043.08 Less: Interim / proposed dividend on equity capital @ Rs. 2/- per share (Previous Year@ Rs.5/- per share)

60.03 150.09

Tax on dividend 12.34 30.55 Transfer to General reserve 0.00 0.00Closing balance 11,000.52 9,862.44

Total 12,858.12 11,745.43



12) Loans & Deposits (a) Deferred payment liabilities - Sales tax deferment loan – Unsecured* 241.05 269.27

Total 241.05 269.27a)* Deferred payment liabilities:

Deferred payment liability is the sales tax collected and retained for Lead unit at Choutuppal under deferment scheme of Government of Telangana repayable as per the sanctioned scheme. As per the scheme, the company is eligible to retain the sales tax collected in the first 14 years of operations subject to a maximum of Rs.405.80 lakhs . The Sales Tax deferred in a year should be repaid at the end of 14th year without interest. First repayment of this deferred payment is commenced in financial year 2014-15. Amount payable within the period of one year is shown as ‘current maturities of long-term debt’ under the head “Other Current Liabilities”, Note - 8.

b) There is no default as on the Balance sheet date in repayment of the above deferred liabilities.



13) Non-Current provisions

(a) Provision for employee benefits - Leave encashment* 20.31 12.04

Total 20.31 12.04 * Total Leave encashment payable is Rs 26,56,738 out of this Rs 20,31,440/- is shown under Non Current provisions an balance Rs 6,25,299/- is shown under “ Short term Provisions - Leave Encashment”

60


(Rs. In lakhs)



14) Deferred Tax Liabilities (net) (i) Liability on timing differences of Depreciation 252.45 289.27 (ii) Asset on timing differences of Leave encashment 9.28 5.27

Net deferred tax liability 243.17 284.00

15) Financial Liabilities- borrowings (a) Loans repayable on demand (i) From banks – Secured - Open cash credit facility 846.37 1,005.12 (b) Deposits/Loans - Unsecured (i) Inter Corporate Deposits - - (ii) Other Loans: - from Directors 600.00 475.00

Total 1,446.37 1,480.12

(i) Total Open Cash Credit limits of Rs.60 crores [(Current Year Rs.20 crores with Kotak Mahindra Bank and 40 crores with HDFC Bank), (Previous Year Rs.20 crores each with Kotak Mahindra Bank and HDFC Bank)]; Total FUBD backed by LC Rs.30 crores [(Current Year Rs.20 crores with Kotak Mahindra Bank and Rs.10 crores with HDFC Bank), (Previous year Rs.20 crores with Kotak Mahindra Bank and Rs.10 crores - HDFC Bank)] carries interest @ 6 months MCLR + 0.55% p.a. for Kotak Mahindra Bank, and @1 year MCLR + 0.70% p.a. for HDFC Bank (Previous year @ 6 months MCLR + 0.55% p.a for Kotak Mahindra Bank, and @ 1 year MCLR+ 0.70% p.a. for HDFC Bank), and secured by hypothecation of all raw materials, work-in-progress, finished goods, receivables and collaterally secured by book value of unencumbered fixed as-sets of the company consisting Plant & Machinery of Wind Mills at Ramagiri and Fixed assets i.e Land & Buildings, Plant & Machinery and other assets of Lead Units situated at Choutuppal and Tirupathi (including land and building of corporate office at Hyderabad), and till the renewal of limits during December, 2018 guaranteed by the CMD in his personal capacity.

(ii) Deposits carry interest @12% p.a, payable quarterly, repayable as per the terms of repayment agreed, over a period ranging from 6 to 12 months from the date of acceptance.

(iii) There are no defaults as on the Balance sheet date in repayment of the above loans, deposits and interest thereon.



16) Trade payables - Unsecured (a) Due to Micro, Small and Medium enterprises - - (b) Due to others 214.26 456.70

Total 214.26 456.70 Note:(i) Micro, Small and Medium Enterprises as defined in the Micro, Small and Medium

Enterprises Development Act, 2006 have been determined to the extent such parties have been identified on the basis of information available with the company.

(ii) Disclosures relating to Micro, Small and Medium Enterprises are as under :-(ii) Disclosures under MSMED Act, 2006: Principal amount due and remaining unpaid - -

Interest due on above and the unpaid interest - -Interest paidPayment made beyond the appointed day during the year - - Interest due and payable for the period of delay - -Interest accrued and remaining unpaid - -Amount of further interest remaining due & payable in succeeding years - -

17) Other Non-Financial liabilities (a) Interest accrued but not due on borrowings 14.84 12.65 (b) Current maturities of Bills discounted with bank 2,864.27 4,378.74 (c) Advance from customers 0.00 0.00 (d) Unclaimed dividends 9.27 10.38 (e) Axis Bank (Credit Card Payment) 389.91 0.00

Total 3,278.29 4,401.77


61


(Rs. In lakhs)



18) Other Current liabilities(a) Other payables (Expenses & Statutory dues) 173.67 481.56

Total 173.67 481.56

Particulars Year ended 31st March, 2019


19) Current provisions a) Provision for employee benefits: (i) Leave encashment 6.25 3.19 b) Others: (i) for income tax (net of advance tax) 0.00 14.89 (ii) for Excise Duty /GST (on Closing Stocks) 0.00 0.00 Total 6.25 18.08

20) Revenue from operationsa) Sale of products

(i) Lead Domestic sales 52,239.85 62,069.66 Export sales 363.02 227.09

52,602.87 62,296.75

(ii) Wind Power 51.28 48.60 Total (a) 52,654.15 62,345.35

b) Sale of services Lead – Jobwork charges 4,167.82 2,670.22

c) Other operating revenue Scrap sales – lead 23.49 6.14 Battery collection charges 238.00 - Total (a) + (b) + (c) 57,083.46 65,021.71 Less: Excise duty 0.00 1,709.70 Total 57,083.46 63,312.01 Note :(i) Sale of Goods includes excise duty from April,2017 to June,2017 only and the same is being deducted to net off.(ii) The revenue figures appearing are exclusive of GST and Excise duty.

21) Other income (i) Interest on - Deposits with banks 0.72 2.59 - Others 1.48 1.53 - Unrealised gain on investment in Mutual Fund 0.04 0.00 (ii) Incentives from Government - Sales tax reimbursement 0.00 80.47 (iii) Excess liabilities written in 2.23 0.00 (iv) Miscellaneous receipts 0.51 0.26 (v) Gain on foreign currency transactions 12.49 1.93 (vi) Interest Income (Ind AS) 24.24 23.82 (vii) Arrears in reactive energy 15.41 0.00

Total 57.12 110.60

62


(Rs. In lakhs)



22) Cost of materials consumed - Lead:

Opening stock 2,752.49 1,709.42

Add: Purchases 50,443.89 54,360.87

53,196.38 56,070.29

Less: Closing stock 3,264.20 2,752.49

49,932.18 53,317.80

Less: Surplus/(Loss) in Hedging operations of price of raw materials (400.48) (5.91)

Total 49,531.70 53,311.89



23) Changes in inventories of finished goods and work-in-progress

(a) Finished goods:-Lead

(i) At the beginning of the year 1,845.99 2,607.83

(ii) At the end of the year 3,416.08 1,845.99

(1,570.09) 761.84

Less: Excise duty /GST on increase of finished goods 0.00 (289.76)

(1,570.09) 472.08

(b) Work in progress:-Lead

(i) At the beginning of the year 1,098.97 644.60

(ii) At the end of the year 1,395.39 1,098.97

(296.41) (454.37)

Net (increase) / decrease in inventory (1,866.50) 17.71

24) Employee benefits expense

(including managerial remuneration)

Salaries and wages 655.55 717.00

Contributions to provident and other funds 50.62 45.51

Staff welfare expenses 60.05 55.24

Total 766.22 817.75


63


(Rs. In lakhs)



25) Other expenses

Stores and spare parts consumed 2,919.72 2,096.73

Power and fuel 1,148.56 992.84

Packing materials consumed 20.53 15.93

Other production expenses 902.27 625.75

Windmills maintenance expenses 17.80 20.37

Operating lease charges for equipment 28.95 29.10

Directors sitting fee 3.83 3.21

Recruitment & Training of personnel 5.97 1.70

Books & Periodicals 6.05 8.32

Rent 1.57 3.95

Rates and taxes 22.30 12.28



Repairs and maintenance

- Buildings 82.12 57.02

- Plant & Machinery 160.46 111.36

- Others 3.08 3.48

Insurance 52.57 36.34

Communication expenses 7.68 6.70

Traveling and conveyance 24.92 21.60

Printing and stationery 5.64 4.68

Carriage outwards 398.00 410.93

Advertisement and Business promotion expenses 5.34 9.57

Vehicle Maintenance charges 14.19 9.98

Legal and professional charges 29.65 32.90

Payment to auditors

- As auditors 3.30 3.44

- For taxation matters 0.50 1.01

- For management services 0.49 0.51

Bad debts written off 0.00 (0.05)

Research & Development expenses 8.40 0.00

Loss on sale of Assets 2.68 0.13

Unrecoverable advance 0.00 52.02

Corporate Social Responsibility Expenses 12.66 4.90

Donations 67.60 27.30

General & Miscellaneous expenses 12.11 8.23

Total 5,968.94 4,612.24

64


(Rs. In lakhs)

26) Finance costs

(a) Interest expense on borrowings:

- to Banks on working capital loans 302.19 565.26

- to Directors on Loans 62.33 64.12

- to Others 0.00 8.03

(b) Other finance costs (bank commission & charges) 29.74 26.37

(c) Income tax late payment 32.85 53.23

(d) Finance cost (Ind AS) 24.21 23.70

Total 451.32 740.71

As per our report of even date. For and on behalf of the Board of DirectorsFor Gokhale & CoChartered Accountants(Firm Regn. No.000942S)

Sd/- Sd/- Sd/-Padam Kumar Kaliya V. Ramesh Sandeep RameshPartner Chairman and Managing Director Executive DirectorMembership No 243378 DIN:00296642 DIN: 02692185



65

CIN : L27029AP1984PLC004719Registered Office: Plot No.38 & 40, APIIC Industrial Park,Gajulamandyam Village,

Renigunta Mandal, Tirupati, Andhra Pradesh - 517520

ATTENDANCE SLIP

Folio No. DP ID* Client ID* No. of Shares

* Applicable to Members holding shares in Electronic Form

I,..........................................................................................................................................(Name of the Shareholder/Proxy) hereby

record my presence at the 35th Annual General Meeting of the Company held on Monday September, 30th, 2019 at 10:00 AM,

at the registered office of the company at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati,

Chittoor Dist., Andhra Pradesh – 517520

Signature of Shareholder / Proxy

Note:

1 Please complete this attendance slip and hand it over at the entrance of the meeting hall.

2 Only shareholders of the Company or their Proxies will be allowed to attend the meeting on production of the attendance slip duly

completed and signed.

$$

6654

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Nile Ltd_AR2016_Kala.indd 54 7/29/2016 12:36:02 PM

68

ResolutionNo Business

1 Adoption of Financial Statements

2 Confirmation of interim dividend paid

3 Reappointment of retiring director (Smt. Vuyyuru Rajeswari), who retires by rotation.

4 Re-appointment of Sri S. V. Narasimha Rao (DIN: 00025635) as Independent Director.

5 Re-appointment of Sri Satish Malladi (DIN:00346720)as Independent Director.

6 Re-appointment of Sri V. Ashok (DIN: 00730615) as Independent Director.

7 Re-appointment of Sri Sridar Swamy (DIN: 01122961) as Independent Director.

8 Re-appointment of Sri Suketu Harish Shah (DIN: 00607880) as Independent Director.

9 Appointment of Sri Kadiri Ramachandra Reddy (DIN: 00042172) as Independent Director.

10 Ratification of remuneration payable to Cost Auditors.

11 Variation of terms of remuneration of Chairman and Managing Director.

12 Variation of terms of remuneration of Executive Director.

13 Remuneration payable to Executive Directors over and above 5% of the Net Profits of the Company.

Signed this ........................................day of .................................. 2019 Affix Revenue StampSignature of shareholder

Signature of Proxy holder(s)

Note:

1. Proxy:

A Member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on a poll

instead of himself and such proxy need not be a Member of the company.

Deposit of proxy:

Proxies in order to be effective must be received at the registered office of the Company not later than 48 hours before the meeting

(i.e. before 10:00 A.M on Saturday, September, 28th, 2019).

2. A person can act as a Proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total

share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company

carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person

or shareholder.

3. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

PERFORMANCE OF NILE SHARE PRICE VIS-A-VIS SENSEX

Data presented based on the closing values as on the first trading day of the month

NILE SHARE PRICE ON BSE (1=Rs.5) BSE SENSEX (1=300 POINTS)

80

100

120

140

160

0

20

40

60

80

LAST 5 YEARS’ EARNINGS PER SHARE, BOOK VALUE PER SHARE

EARNINGS PER SHARE (1 = Re.1) BOOK VALUE PER SHARE (1 = Rs.10)

60708090

010203040

2014-15 2015-16 2016-17 2017-18 2018-19

506163656769717375

4547495153555759

Jun/18

Jul/18

Aug/18

Sep/18

Oct/18

Nov/18

Dec/18

Jan/19

Feb/19

Mar/19

Apr/19

May/19

Jun/19

Jul/19

LAST 5 YEARS’ TURNOVER, PROFIT

TURNOVER (1 = Rs.125 LAKHS) OPERATING PROFIT (1 = Rs.10 LAKHS) NET PROFIT (1 = Rs.10 LAKHS)

LEAD PRICE MOVEMENT

-Data as on the first day of each month

LONDON METAL EXCHANGE PRICE IN US DOLLARS, SCALE 1 = 40 US DOLLARSINDIAN CRUDE LEAD PRICE IN INDIAN RUPEES, SCALE 1 = Rs.2,500/-

350

400

450

500

550

0

50

100

150

200

250

300

2014-15 2015-16 2016-17 2017-18 2018-19

C=28 M=88 Y=78 K=23

Regd. Off: Plot No.38 & 40, APIIC Industrial Park Gajulamandyam (V), Renigunta (M), Tirupati, Chittoor Dist. Andhra Pradesh – 517520, India E-mail: [email protected] Web: www.nilelimited.com

Corp. Office: Plot No.24A/A, MLA Colony Road No.12, Banjara Hills, Hyderabad Telangana- 500034, IndiaPhone: +91 40 23606641 Fax: + 91 40 23606640

C I N : L 2 7 0 2 9 A P 1 9 8 4 P L C 0 0 4 7 1 9


euiiltr iso limiitfied€¦ · performance of nile share price vis-a-vis sensex data presented...

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